


The New Girls

by TheEvilFairy



Category: Fairly OddParents, Inspector Gadget (Cartoon), The Weekenders
Genre: Accidental Voyeurism, Bondage, Crossover, F/F, Lesbian Sex, Lolicon, Masturbation, Semi-Public Sex
Language: English
Status: In-Progress
Published: 2018-11-07
Updated: 2018-12-15
Packaged: 2019-08-20 05:01:54
Rating: Explicit
Warnings: Underage
Chapters: 5
Words: 23,481
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/16549412
Author URL: https://archiveofourown.org/users/TheEvilFairy/pseuds/TheEvilFairy
Summary: A couple of girls transfer to Dimmsdale Middle School at the same time. Somehow, they manage to catch the attention of the school's Queen Bee...but nobody could guess how far that chance meeting will take them...





	1. Penny Settles In

**Author's Note:**

> Well, here we are...unfinished as it is, this particular story probably has more to do with keeping my hand in than any other. And I'd say it's a fairly safe bet that nobody knows what I'm planning on doing with it...but please, enjoy!

**Summary for the Chapter:**

> When a series of mischances leaves Penny Gadget stranded in Dimmsdale all by herself, she does not find it an enjoyable experience at all. But Trixie Tang has her eye on the new girl, and suspects that they might have a bit in common...

 

"Greetings New Girl!" Penny Gadget closed her locker and turned in the direction of the oddly-intoned voice with the surfer accent. It was a boy in a bright pink shirt and a green cap...one of the kids from her science class, she remembered. Mark Something, right? She felt a sinking sensation in the pit of her stomach at the grin on his face as he approached.

"You are the newest human child to attend this place of education." He proclaimed loudly. "Thus, I shall make you an object of ridicule and scorn in order to increase my standing among our peers...chyeah." With no further preamble Mark picked up a garbage can and upended it over Penny, finishing by shoving the can over her head and shoulders. "Fear not, New Child." She could faintly hear Mark whispering to her. "I bear you no ill will...in truth, this is a gesture of greeting and friendship among my people. Later dude!"

Then the roar of laughter started. Penny lifted the can off of her just in time to see Mark being borne away on the shoulders of the other kids in the hall. Keeping her face studiously neutral, she brushed paper and other refuse off her clothes, grateful the can hadn't contained anything wetter. The perfect end to the perfect week, Penny thought gloomily.

It sure hadn't taken the kids of Dimmsdale Middle School long to find out that the new girl in their midst was a shy, brainy tomboy. Actually, that first one had kind of surprised her too...she'd never really thought of herself as shy before she had to move here alone. Alone...no Uncle Gadget, not even Brain. And it was all so stupid, too. Uncle Gadget had gotten sent on a really important mission very suddenly and Penny hadn't been able to stowaway, so she had sent Brain along, like always.

What she hadn't known was that the mission was to some kind of interstellar space station that Dr. Claw had infiltrated somehow, teaming up with some kind of cat monster named Maximus IQ. It was going to be months before they were able to come back, and there was absolutely no way for Penny to get there now.

Chief Quimby had been shocked when she asked him for help. He'd been so sure that Penny would sneak along for _this_ mission that he hadn't made any kind of plan for her here. But thinking quickly he'd arranged a transfer to a new town, Dimmsdale, a new place to live and a generous stipend for expenses. Knowing how capable she was, Quimby didn't have many qualms about leaving her to her own devices for a few months, especially since MAD was preoccupied.

Penny sighed deeply as she pulled her backpack out of her locker and got ready to walk home. Since she was all on her own, she was giving some serious though to staying away from school all together. But then, she guessed she was too much of a goody-two shoes for that...a sudden familiar giggle from behind her made her straighten up sharply.

"You have something in your hair, New Girl." It was Trixie Tang and her slightly less popular friend Veronica. Blinking, Penny reached up and plucked a torn test sheet out of the back of her hair. She blushed furiously and silently as the two of them passed her, still giggling. As they walked down the hall, Penny's eyes were drawn downwards, unable to stop staring at Trixie's ass as it swayed from side to side beneath the white miniskirt. Unconsciously, she licked her lips as her gaze traced the curve of the taller girl's inner thigh up to where it vanished from sight. She shivered suddenly as she realized exactly how _bad_ the good girl could be where Trixie Tang was concerned.

It took her half a second to realize that the view had stopped moving. With a whole new blush, Penny darted her eyes away. But as she did, she thought she saw Trixie looking back over her shoulder at her, with a smile that seemed kind of knowing. But then the moment passed, and Trixie and Veronica continued down the hall, leaving Penny all alone.

\-------------------------------------------------------

The next day was Saturday, and Penny decided to head to the mall. She hadn't been shopping in awhile, and she wanted to look for some components she could modify for her computer book. Though she didn't find anything, she left with a sense of smug superiority. The best computer store in this crummy little down didn't have anything even approaching the level of technology she needed.

Penny found a seat on a bench and sat down despondently. Smugness didn't make things any more interesting. She was bored and lonely...Uncle Gadget had called last night, and Brain had gotten in touch a little while later. Decoding her loyal dog's messages about his harrowing experiences keeping her uncle out of harm's way hadn't done much to brighten her mood...it just made her wish she was up there with them. Or anywhere but Dimmsdale.

Suddenly, Penny felt like she was being stared at. She lifted her head and looked around, but couldn't find anything wrong. The only thing that caught her eye was some kid standing in front of the comic store, a bag in his hand. He was wearing blue jeans and a dark and light-purple striped shirt, with a red baseball cap. "Does every kid here wear a cap?" She muttered to herself, still keeping an eye on the kid.

Why he caught her eye she couldn't say...something just seemed kind of familiar about him. He needed some bigger jeans, that was certain, Penny thought as he turned and bent down to look at something in a display window. They were awfully tight for a boy. Actually...she mused, tilting her head a little, that ass wasn't too bad...though again, it certainly didn't belong on a boy. It was almost as good as Trixie's, she admitted, feeling her cheeks go warm at the thought of the other girl once again. If there was one good thing about Dimmsdale, it was her, despite the fact that she barely registered Penny's existence.

Idly watching the tight fabric stretch, Penny found herself sinking into a daydream in which her dark-haired classmate figured quite prominently. In a minute, she was so lost in her fantasies she didn't even notice that the tall boy had vanished from sight. And when a voice sounded from just by her right ear, it startled her out of her reverie to the point that she almost leapt off of the bench.

"I like yours too." The voice was soft, almost a whisper. Penny snapped her head around. It was the boy she was looking at earlier, his arms folded on the back of the bench as he leaned over it.

"I...what?" Penny stammered.

"I think you have a cute little ass too." He said in that same soft tone. Penny felt a jolt of fear for a moment, then she took at closer look at his face. A sudden yawning pit opened in her stomach as she realized he wasn't a _he_ at all.

"Trixie Tang?" She finally managed to blurt out, and with a smile Trixie placed a couple of fingers over Penny's lips.

"Shhh...I just do this when I want to buy comics or something. I don't want any of the other girls to think I'm weird, you know. Even though I am...weird." She winked. "And you are too, aren't you?"

"I don't know what…"

"Sure you do...or do you drool over everyone's butt the way you were just drooling over mine?"

Penny bit her lip tightly and turned back, staring at the ground. She heard Trixie shifting around to sit beside her on the bench. "Hey, don't worry about it...I don't mind. Like I said, I think you're cute too." Hesitantly, Penny looked over at her. Trixie was smiling, but something in her almond-shaped eyes told Penny that she was being completely serious.

"You do?"

"Yeah, I do." Trixie looked around, then leaned over, cupping her hand over her mouth as she put it to Penny's ear. "Do you want to do something about it?" She whispered.

"Like wha...oh!" Penny gasped and suddenly gripped the edge of the bench tightly. She could feel the hot, wet tip of Trixie's tongue tracing it's way around her ear.

"Relax, Penny." Trixie whispered teasingly. "You don't want to get everyone's attention, do you? Now, stay very still..." Penny tried to relax and tense up in expectation at the same time. She felt her earlobe get sucked between Trixie's lip and nibbled very gently. Hot, brilliant flashes of electricity raced up and down her body and she closed her eyes, sure that her cheeks were deeply flushed. It was all she could do to keep from moaning.

"You...should stop..." She managed to gasp out. A moment later she felt a profound mix of relief and regret as Trixie leaned back into her seat.

"You're right....it's fun to make you all squirmy, but you can't do anything back." Trixie said with a mock pout in her voice. "Do you want to have some _real_ fun?" She asked in a low voice, looking at Penny with hooded eyes. Looking into those eyes sent uncontrollable shivers through Penny's entire body, and a hot flush made her breath catch in her throat.

"Y-ye..." Penny felt a surge of irritation at her own shyness and hesitance, and she took a deep breath before looking right back into Trixie's eyes. "I'd love to...play...with you." She said softly, feeling a small smile on her lips that was mirrored by Trixie a moment later. The incognito girl stood up, her bag in hand.

"Then follow me." Trixie led Penny up to the top level of the mall and to a wing that was currently being renovated. As she slipped though the barricades, Trixie actually seemed kind of nervous, and it took Penny a moment to realize that she was afraid of getting caught. Penny smiled a little at that and shifted up until she was in the lead. Sneaking around was second nature to her. Trixie looked a little surprised, but smiled gratefully.

There was no work being done on the weekends, and with the sounds of the inhabited mall fading behind them, Trixie and Penny began to feel completely alone in the wide, dim corridor. "Here." Trixie said, taking Penny by the wrist and pulling her into a dark little hallway that would lead to a mall office or a restroom when completed. Trixie released her wrist, and Penny had just enough time to get her balance before she found herself pushed up hard against the wall.

Trixie gave her head a quick twist, sending the cap to the ground and her long, black hair cascading down her shoulders in an alluringly disheveled manner. Her hands slid off of Penny's shoulders and her fingers hooked into the belt loops of Penny's green jeans, pulling the other girl's pelvis tightly against hers. Penny felt herself shaking again, looking into Trixie's eyes with a smoldering desire that she saw looking back at her.

"I've wanted to do this from the first time I saw you." Trixie murmured, her hands moving from her hips to the seat of Penny's pants. "Mmm...it's so nice, but you always wear such loose jeans...it's hard to see..." She smiled. "And hard to feel. But..." Her hands went up and then down the back of Penny's jeans, squeezing her ass tightly through her panties. Penny gasped and arched her back, forcing her flesh back against Trixie's hands. "Much better..." Trixie whispered, drawing her face in.

Penny licked her lips and tilted her face up to meet her, pressing her mouth tightly against Trixie's and slipping her tongue into her mouth. Her arms curled up beneath Trixie's, pulling her against Penny by the shoulders. She felt Trixie's hot breath in her mouth and then her tongue was wrestling against Penny's. The blood pounded in Penny's ears as the two girls sucked on each other's tongues, nibbling and licking at one another's lips. She moaned into Trixie's mouth as she felt the other girl's nails scrape against the soft flesh of her ass.

Trixie slid her hands out of Penny's pants and took a couple steps back, turning around. She bent forward slightly, sliding her hands up and down her ass. "Do you want this?" She said in a soft half-moan. Penny could only nod. Trixie backed up, grinding her denim-clad ass hard into the other girl's crotch. Penny grabbed her around the waist and flipped her hair to the side, pressing her mouth to Trixie's neck. Trixie let out a little gasping shriek as Penny pressed her teeth into the soft flesh, sucking hard. Trixie moved up and down, dancing her soft body against Penny's, lifting her arms above her head as she ground her ass back against Penny's hips.

Penny slipped her mouth down and hit the collar of Trixie's shirt. Without a second thought she reached down and started to pull the shirt up, but Trixie's hands closed over hers. "No!" She gasped. "What if someone comes?"

Penny grabbed Trixie's earlobe between her lips and sucked gently. "You worry too much." She whispered. "This makes it more fun." Trixie's hands relaxed, and Penny pulled the shirt over Trixie's head and down over her arms. She continued kissing down to the hollow in Trixie's shoulder as her hands slid up the silky skin of her stomach until she was cupping the taller girls small breasts through her bra.

Trixie moaned loudly. "Ohhh...tell me I'm pretty…"

"You're gorgeous." Penny whispered.

"No!" Trixie said breathlessly, taking Penny's hands and moving them down until they were sitting on Trixie's jeans, palms flat just to either side of the mound of Trixie's pussy. "Tell me I'm pretty." Her voice was forceful as she let Penny's hands go, reaching back and grabbing Penny's hips.

"You're pretty." Penny whispered, letting the point of her tongue trace against the skin of Trixie's neck. Her left hand slid over and rested against her pussy as her right slid back up to her breast. Trixie squeaked again, grinding her ass back against Penny, who humped her hips forward to meet her.

"You're the prettiest girl I've ever seen." Penny continued, and Trixie tilted her head back and groaned. Penny's thumb stroked gently against Trixie's stiffening nipple and she slid her other hand into her jeans and panties, smiling as she felt how wet the other girl was. Her finger began sliding gently up and down over her lips and in response Trixie gently bucked her hips up towards Penny's hand and back again, sending sparks through Penny's pussy each time she felt the pressure of that wonderful ass against it.

"You're the prettiest girl in the world..." Penny breathed, and her fingers spread Trixie's labia, the tip of her middle finger finding her clit and moving in a very slow, gentle circle over it. She felt Trixie's body tensing and she opened her mouth in a wide, wet kiss on Trixie's neck, sucking like a vampire. Her hand squeezed around Trixie's breast as Trixie sucked in a huge breath and bucked her hips in quick, shallow movements, her entire body shuddering deeply as a massive, silent orgasm swept through her body. Penny held her up as Trixie slumped back against her.

After a few deep breaths Trixie steadied herself. She looked back at Penny and placed a gentle kiss on her lips. Her face was glowing and her eyes danced. "I knew I was right about you." She murmured, turning to face her. Her hands rested gently on Penny's shoulders and she leaned her forehead against the other girls, looking into her eyes. Penny smiled back at her, then blinked as she felt Trixie's hands slide down her arms to her waist and start to pull her shirt up.

"What...?"

Trixie giggled. "I hope you don't think I wouldn't return the favor." She chided, pulling the shirt over Penny's head. "Mmmm..." Trixie nuzzled at her neck and laid a trail of soft kisses down to her breasts. "You smell nice." She whispered, looking up at Penny with sparkling eyes. Penny felt her cheeks grow hot as her breath caught in her throat. She moved back to Penny's neck, licking and kissing the silky-smooth skin. Penny tilted her head to the side, making small mewing sounds.

"I could do you like you did me." Trixie whispered. "But I think it would be totally hot if you let me watch."

"Watch?" Penny asked breathlessly.

"You know..." Trixie said teasingly, slipping her hand down Penny's stomach and playing with the waistband of her panties. "Watch...don't worry...I'll help."

Penny's cheeks turned a deeper shade of pink and she looked to the side self-consciously. Trixie smiled and used a finger to tilt Penny's chin back towards her. "Come on...don't get shy on me now..." She licked at Penny's lips. "I really, really want to see you."

Penny shivered and smiled a little, giving a nod. "Okay..." She said, her voice steady despite herself. Trixie's smile broadened and she slipped down to her knees, her hands at Penny's pants. With hands that fumbled a bit, she unfastened them and pulled the green denim down to her knees. The smell of Penny's pussy filled the air, and there was a large wet spot on the front of her green panties.

Trixie took a deep sniff of the air and her back arched. "Maybe..." She whispered, moving her face towards that spot, causing Penny to hold her breath. But a few inches away, she stopped. "No." She said softly, and Penny could feel the impact of her breath against her panties, the soft pressure making her squirm. She smiled up at Penny and winked. "We should save something for later, don't you think?" Though she didn't say anything, at the moment Penny couldn't agree less.

Instead, Trixie slid her hands up the back of Penny's thighs and under her panties, squeezing the flesh of her ass. "Come on...let me see how you do it." She urged, her eyes hungry. "You're really good, and I could use some lessons." She teased, moving her head in again, this time to lick at the hem of her panties where they met her leg.

Penny moaned. "Well..." She whispered, sliding her hand down into her panties, feeling her own wetness. "You should start really slow..." She traced her fingertips around her mound, bringing her left hand up to stroke her breast. After a moment she pushed her bra cup up, revealing her small breast. Trixie's eyes widened a bit and she smiled. Penny felt a fresh rush of pleasure at her show's reception, and began lightly rolling her nipple between her fingers.

"And then..." She kept whispering, her words getting shaky, "You speed things up just a little, like this..." Her fingers began stroking up and down her lips, sending sparkles though her body and in front of her eyes. The whole time she kept watching Trixie, whose eyes were fixed on the front of her panties, though they would flicker up now and again to watch her hand on her breast, and her face. Trixie's lips were slightly parted, and her hands kept running up and down her thighs.

Penny felt her eyes fluttering and her knees bent a little. "Now...I move my finger in between and find my clit...ah!" She gasped, pinching down lightly on her nipple at the exact moment her finger found her clit, sending a double shock racing up and down her back. She licked her lips and her hips began moving in and out with the movement of her fingers.

Trixie's hands came up and began stroking up and down Penny's inner thighs, her nails lightly scraping against the tender skin. Penny tossed her head from side to side, her pigtails bouncing with the movement as her hips gyrated frantically right in front of Trixie's face. A white haze rose in front of Penny's eyes and her voice began coming in soft, quick squeaks.

"That's it Penny...come for me..." Trixie urged, her fingers dancing up and down. Penny heard her words, though they seemed muffled behind the sound of the blood rising in her. Her finger ran in a tight, soft circle around her clit and her hips moved in tandem. As Penny felt her body stiffen she bit her lip to keep herself from crying out. She pressed her hand down against her pussy as she came, thrusting her hips out as the world slid away and she felt like she was falling right through it.

As she came back to herself, Penny was a little surprised to find a tongue in her mouth that she was kissing back against. She was slumped like a rag doll in Trixie's arms as the taller girl held her up against the wall. "Mmmm, Trixie..." Penny moaned softly against her mouth.

"That was the best I've ever seen." Trixie murmured, moving her mouth away, sucking on Penny's lower lip on the way out. She smiled at Penny's dazed expression. "Happy, Darling?" She said playfully, and Penny smiled back and nodded. "Good." Penny found her own feet and Trixie let her go, taking both her hands. "Hmm..." She sucked on Penny's left middle finger. "That's me..." She did the same to the right. "Mmmmm! That's you. I love it." She winked, and Penny blushed. Trixie smiled softly and stroked the other girl's cheek.

"I have to go." She whispered. "But I'm having a pool party tomorrow. Can you come?"

Penny blinked. "You want me to come to your party?"

Trixie giggled. "I don't just want you to be my dirty little secret. I'd love for you to come." Her face got slightly more serious. "I know things haven't been easy for you this week. But don't worry." She leaned in and pecked the other girl on the lips. "You're with me now." She winked. She reached into her pocket and pressed a slip of paper into Penny's hand. "That's my cell...call me later and I'll tell you where I live."

"Okay..." Penny smiled a little. "Thank you."

"Don't thank me." Trixie stuck her tongue out. She moved her lips to Penny's ear. "The party starts at three, but you should come a couple hours early. I _really_ want to get to know you a lot better." Penny smiled and nodded.

"I'll be there." She promised.

"Great." Trixie whispered, stepping back and retrieving her shirt, bag and cap. She pulled the shirt on and tucked her hair in the cap with a few practiced movements. "Talk to you later, Penny." She stepped out of the hallway and the sound of her footsteps were soon lost.

Penny pulled her own shirt on and waited a minute or two before following her. There was a bounce to her step that had been sorely missing for the last week. Maybe life in Dimmsdale wouldn't be so bad after all...  



	2. Living for the Weekend

**Summary for the Chapter:**

> At the pool party, Trixie tries to get Penny to fit into the popular kids, but begins to realize that maybe her popular persona isn't someone Penny really wants to be with. Meanwhile, Lor McQuarrie is feeling very lonely without her friends from Bahia Bay. The three girls' paths soon cross in a most unexpected way.

The following afternoon, Trixie was lounging on one of the cushions in her bay window, looking eagerly down at the street. Penny had called to say she was on her way, and she should be arriving any moment now. Any excitement Trixie had held for the party later this afternoon now absolutely paled in comparison to seeing the blonde girl again.

And it wasn’t just because of what they had done yesterday. Although…Trixie smirked as she looked back over her shoulder at her reflection in the mirror hanging from the opposite wall. It was pretty obvious what she had on her mind when she got dressed. Her top was a peasant-style shirt of a diaphanous green material that left her midriff bare and draped loosely over her, exposing her shoulders and the black straps of the bikini she was wearing underneath. She had found the smallest pair of shorts she had, a pair that in all honesty she outgrew awhile ago. They left her long legs completely bare, hugging her hips and barely encasing her in a scrap of tight blue fabric. Trixie giggled softly at her reflection and gave her ass a little slap. That, if she said so herself, looked incredible.

But no, it wasn’t just that. Trixie turned back to her window. She had long ago made the decision that losing her social status wasn’t worth the freedom to be who she really was…she wanted to wear jeans at least as often as skirts, she liked comic books and action movies, and, most damning of all of course, she liked girls. No…maybe it was shallow, but she _liked_ being the most popular girl at school too much to let it go.

Still, she got lonely a lot. With Penny, she thought she finally had a chance to have someone she didn't have to lie to all the time...someone she didn't always have to sneak around. A real friend...and more. Trixie licked her lips and giggled again. Much more, she hoped. She didn't know how Penny felt about it...but she certainly hadn't noticed Penny looking at any guys over the last week, either. Just her.

Just then, Penny appeared at Trixie's front gate. With a grin, Trixie jumped up and rushed out of her room and downstairs, opening the front door just as Penny was starting up the stairs to the porch. The blonde girl looked up in surprise and for a moment, they just stared at each other. It was Penny who spoke first. "Hi Trixie...you look..." She chuckled. "Wow."

"Yeah." Trixie said, "You too." Penny had taken her advice about tighter pants seriously, with a pair of green jeans several sizes too small, hugging her like a second skin. She had on a dark red tank top that hung from her shoulders loosely, hanging just short of the waist of her jeans. She was wearing her backpack, and it had pulled back against the top, causing the sheer fabric to cleave tightly to her breasts and reveal her lack of a bra. Trixie felt her mouth water as her eyes ran along the gentle curve of Penny's neck.

With a shy smile, Penny cleared her throat. "So...are you going to invite me inside?" She asked. Trixie blushed.

"Oh right...come on in." Trixie stepped to the side followed Penny in, taking the lead at the stairs up to her room. "So...what do you think?" Trixie said, standing next to her desk in what she hoped was a casual pose. She suddenly felt terribly nervous.

"I like it." Penny said, stepping fully into the room and letting the door close behind her. The sound of the latch catching seemed terribly loud in the quiet that followed. "It's so...pink!" She smiled as she walked towards Trixie. "I think it's cute." Very quickly, she bounced up on her toes and gave the taller girl a quick peck on the lips. As she sank back down to her feet, the two girls looked at one another nervously. At about the same time, the corners of their lips began twitching. A moment later, they broke into gales of laughter.

Hugging her chest, Trixie fell backwards across her bed, tears trickling down her cheeks. Penny sat down next to her, still laughing as she looked down at the other girl. "I've been so nervous!" Penny said, tossing her head so that one of her pigtails flipped back over her shoulder.

"Me too..." Trixie gasped, levering herself up on her elbows. "I didn't realize it until you got here though. I wonder why that is?"

Penny leaned back, looking up at the ceiling. There was a thoughtful smile on her face, and Trixie could see her small breast through the arm hole of her tank top. _Her suit must be in her pack_ , the Asian girl thought idly. She jerked a little as Penny's voice snapped her out of her ogling.

"Maybe it's because we planned this." She mused, turning her head to smile down at Trixie. "Instead of just...running into each other, you know?"

Trixie giggled, stretching her arms up over her head and sending her shirt up until it rested just under her chest. She felt a hot little flush as she felt Penny's eyes sliding over her body. "I never get tired of that." She said playfully, and Penny blushed a little. Her eyes, however, didn't stray. "But I think you're right," she conitnued slowly as she tried to put words to her thoughts, "yesterday was something that just sort of happened. Today is more like...like…"

"Like a date?" Penny asked in a voice a little above a whisper, her cheeks bright red. Trixie felt the blood rush to her own face, and she nodded. Penny giggled nervously and laid back, rolling onto her side to face Trixie. "I guess we really are...weird." She breathed, leaning her face in. Trixie bit her lip as her breath left her, and she tilted her face up to meet Penny's.

It was just as they had gotten close enough for the dark-haired girl to feel the heat from Penny's face that the doorbell rang. Trixie's eyes flew open, and both girls sat up. "Who could that be?" Trixie grumbled, walking over to her window, where she could get a look at the front door. Her heart sank as she saw who was standing there, and she felt a tight knot of frustration appear in her stomach. "Oh no..." She groaned.

"What is it?" Penny asked, joining her at the window.

"It's Veronica." Trixie clenched her fist around the curtain as she glared down at her oblivious friend below. "What is she doing here?" She grumbled, and then jumped an instant later as she felt Penny's arms slide around her waist. "What...?" Trixie started to say as she turned, only to have her words cut off by the blonde girl's lips as they pressed to her mouth in a wild, passionate kiss. Trixie opened her mouth wide, sucking Penny's tongue into her mouth.

Penny pushed her back towards the bed, and Trixie didn't resist as she fell back onto the mattress. She the arms tighten around her and she threw her leg over Penny's thigh, pressing their hips together. It might have been her imagination, but she could feel Penny's heat even through the tight denim. The other girl broke off the kiss, and Trixie gasped for air, licking her lips. "I'm sooo sorry." She whispered, looking earnestly up at her companion. "I don't know what she's doing here."

"Don't worry." Penny said with a gentle smile. Her eyes, on the other hand, were on fire. "We'll just have to make up for it later." She moved as if she was going to get up, but Trixie grabbed her ass and held her, grinding her hips up against her. Penny bit her lip and whimpered from the pressure.

"Tonight." Trixie whispered. "Spend the night...you can catch the bus to school with me tomorrow." Penny blinked in surprise, then smiled and nodded.

"Tonight." She said. Trixie lifted her head and kissed her again, briefly.

"Tonight." Trixie repeated.

"Trixie!" Her father's nasal voice sounded from downstairs. "Veronica's here." Trixie rolled her eyes and sighed. Penny chuckled as she got up, smoothing down the fabric of her top.

"Should we go down?" She asked, and Trixie shook her head as she sat up and fixed her long black hair.

"Veronica will be up in a second."

Penny tilted her head. "Isn't it kind of rude not to come down to meet her?"

"She knows how it works...I'm number one, and she's number two. That's the balance of power."

The look Penny gave her caused an unexpected twinge of guilt in the heart of the most popular girl in school. "What number am I?" She asked softly.

Trixie opened her mouth, and closed it again. Fortunately, before the silence could get too long or uncomfortable, Veronica burst in. "Hi Trixie! I brought some swimsuits we can try on and..." She stopped as she saw Penny standing by the window. "Um…"

"Oh..." Trixie quickly put on her 'popular girl' smile and bounced up to her feet. "You know Penny...I invited her over."

"The new girl?" Veronica asked, looking confused. When Trixie's expression didn't change, the peppy girl shrugged and smiled. "Okay. Hi Penny!" Penny gave the blonde a lopsided smile and nodded. Trixie’s heart sank and she sat back on her mattress. Veronica perched on the chair at Trixie’s desk and began talking, a process that could go on for hours with only a minor amount of input from anyone else. Unfortunately, her presence prevented any conversation between the other two.

Not that Trixie knew what to say. With anyone else, she’d tell them that the social structure was what it was, and that there was no point in trying to change it, even she wanted to. She even had a copy of the infamous ‘chart’ in her desk as a visual aid. But somehow she didn’t think Penny would buy it. At the moment, Trixie didn’t really buy it herself. The fact of the matter was that by inviting Penny, the New Girl, to the party in such a fashion, Trixie herself was in violation of the rules.

But that didn’t really matter. Trixie was afraid that she might have just blown it with the blonde girl completely. Penny seemed to be totally naïve about the way things worked among her peers, and way too nice to survive in Middle School. The popular girl didn’t know if she’d understand why Trixie had to act the way she did sometimes, or if she’d be willing to forgive her.

For the first time since Veronica had come in, Trixie dared to look over at Penny. The new girl had taken a seat on one of the cushions littering Trixie’s bay window, and was looking back at Trixie with a thoughtful expression. When she saw the expression on the Asian girl’s face, she smiled a little and glanced over at Veronica. She was still chattering on about the swimsuits she had brought over, and was digging through the bag she was carrying, pulling out one suit or the other to illustrate her points.

Penny quickly pulled a pencil stub and a little scrap of paper from the front pocket of her backpack, which was sitting by her feet. She wrote something on the scrap, folded it a couple of times and flicked it at Trixie, who nervously picked it up. ~ _I think you’re nicer than you think you are_.~ Trixie breathed a sigh of relief, feeling the tight knot in her stomach loosen a bit. With a glance over at Veronica, Trixie lay back and reached under her bed to find a pen that she knew was down there.

~ _Do you still want to spend the night_?~ She flicked the paper back over to Penny. The blonde girl read it with a faintly amused expression before standing up and slipping the paper in her pocket. She headed for the door, causing Veronica to pause in her on-going discourse on one-piece suits versus bikinis.

“Something wrong?” She asked.

“Don’t mind me.” Penny said quietly. “I just need to use the bathroom.”

“It’s two doors down to the left.” Trixie supplied, a little confused. Penny nodded and left.

“Why is she here again?” Veronica asked after the door closed behind Penny.

“I just felt like inviting her, okay?” Trixie replied, trying not to snap.

“Yeah but…she’s the New Girl! She’s not even on the chart yet!” Veronica protested. Trixie just shrugged.

“I have a good feeling about her…you just have to trust me on this.”

Veronica nodded. “Okay…” Her voice quickly picked up pitch and tempo as she started on the swimsuits again. “So which one do you like better, the blue one-piece or the white bikini? The blue one makes my boobs look bigger, but the white one almost makes me look naked, which you KNOW will get the boys attention. I have this red one too…it doesn’t really go with my eyes, but it might look good one you…” Trixie just nodded occasionally. She thought about mentioning that she’d already picked her suit out, and was wearing it under her clothes, but she decided it probably wouldn’t make much of a difference.

Penny came back a minute later. Veronica barely reacted, but Trixie noted that the smaller girl’s cheeks were a little flushed, and tilted her head curiously. Penny just smiled innocently. As she passed by the bed on her way back to the window, her hand flicked out, throwing something into Trixie’s lap. It was a small, wadded piece of light purple fabric, and as Trixie unfolded it, she gasped loudly. It was a pair of panties.

“Trixie?” Veronica asked. “What’s wrong?”

“Nothing!” Trixie said, quickly tucking the panties between her legs to get them out of sight. “Just got poked by something.” The cloth was still very warm against her bare skin, and she felt her cheeks growing hot in response. Unable to help herself, she lifted her hand to her face and inhaled, closing her eyes and shuddering. The aroma on her fingers was faint, but unmistakable. She opened her eyes and looked over at Penny. The blonde girl had found her seat again, and was blushing deeply. She glanced over at Trixie and gave her a brief, impish smile before turning back to Veronica.

Trixie curled her toes tightly. That knot of frustration was back again, but this time it had nothing to do with worry, and everything to do with anticipation.

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Several hours later Trixie’s pool party was in full swing, and Lor McQuarrie was wondering why she had bothered to come. She was lounging on a deck chair by the pool, wearing a pair of sunglasses and a white button-down shirt opened over her sky blue, one-piece bathing suit. She didn’t really wonder why she’d been invited, despite the fact that she had only been in Dimmsdale two weeks longer than Penny.

Lor was an oddity, a condition that could be used to gain a certain amount of popularity. She had never been the student of cool that Carver was, but she knew the score. During her first week at Dimmsdale Middle School she'd pounded some stupid gray kid, the local bully. That seemed to have gotten her on everyone's good side right off the bat. On top of that was her jockness. Lor had joined a few sports teams...track, softball and the boys football team, specifically. And, in her short time on those teams she had done so well that she was something of a minor celebrity now. Apparently all that had been enough to get her invited to a party thrown by the most popular girl in school.

Although maybe that wasn't as exclusive as Lor thought...she glanced over at the other side of the pool, where the school's elite were all gathered. Like everyone else at the party, she was surprised to see Penny Gadget, the newest girl in school, in that group. Especially since, as far as Lor knew, she hadn't really done anything or made any friends in her one week there. Except, apparently, for Trixie Tang.

Penny was sitting at the edge of the pool in a dark pink one-piece, letting her legs dangle in the water. Behind her Trixie and Veronica were in deck chairs like Lor, with Tad and Chad hovering attentively around them. Every so often she would turn her head to say something, usually in response to something Trixie said, but for the most part she seemed content to sit there quietly. The other three seemed a little bewildered about the blonde girl's presence, but none of them would dare gainsay Trixie.

Lor figured that Trixie was just keeping Penny around for kicks. She hoped that the new girl wasn't getting her hopes up or anything...she looked pretty naive, and Lor knew too much about popular girls to think that Trixie would really be that nice. Oh well, it wasn't really her business. She was just bored. Which got her thinking again about why she had bothered to come to this party.

She might have made a name for herself, but Lor hadn't made any friends either. She didn't see the point...she'd only be here for a year, while her Dad finished off the job he was doing out here, and then she'd be back home with her real friends who she missed like crazy. She guessed that she'd only come out of boredom...staying home all weekend, every weekend was making her stir crazy and she needed a change of pace. So she'd come to this party where she didn't know anyone and ended up way more bored than an afternoon of brother-wrangling would have made her. Great.

Unable to sit still any longer, Lor stood and looked around. She could go swimming again…but a bunch of the other kids were in the pool now, and lonely as she was she didn’t really feel like playing the stupid flirty game of tag that the boys and girls were currently involved in. Her eyes fell on the small pool house that stood nearby, and she gave a tiny little shrug. It was better than hanging around out here.

The pool house wasn’t much, just two rooms. There was an all-purpose room with a couch, a small table, a TV and a mini fridge, and a small bedroom with a closet-sized bathroom attached. The athletic girl flopped onto the couch and flipped around the television for a few minutes, but there wasn’t much on. So she headed into the bedroom and collapsed on the small bed there, instead. She wasn’t really tired, but her boredom soon caught up with her, and it wasn’t long until she was napping soundly.

Lor jerked awake to the snap of the pool house door closing. “Come on, there’s a bed in here.” Said the voice from the other room. It was Trixie Tang. Lor rolled off the bed and quickly and quietly closed herself in the tiny bathroom. By the time she started wondering why she was hiding, it was too late and the bedroom door was opening.

“Are you sure about this?” The girl’s voice wasn’t familiar, and Lor crouched by the bathroom door, opening it a tiny, tiny crack so she could see out. She could see the bed, but that was it. A clock hanging from the opposite wall told her that she had been asleep for over an hour.

“Of course…just about everyone’s gone already, and I locked the door when we came in. We’ll be all alone in here. It’ll be perfect.” There was a teasing note in Trixie’s voice that made Lor blush unaccountably. It suddenly occurred to her that this was her chance to claim she had just been using the bathroom and get out of here, but she didn’t. There was something going on, and she wanted to see what it was.

Penny suddenly entered Lor’s field of vision, still wearing her pink swimsuit. She rested on the bed, looking a little uncomfortable, her back against the pillows and her hands folded in her lap. She seemed a little nervous to her hidden observer. The Trixie appeared on the bed, placing her hands on either side of Penny’s waist and holding her face very, very close to Penny’s. “You’re the one who said you didn’t want to wait.” The popular girl said softly. Lor’s eyes widened.

The blonde girl smiled and reached up, placing her hands on Trixie’s back and pulling her down. Trixie didn’t resist and was soon laying on top of the other girl. “Well,” Penny said, her cheeks pink, “I just couldn’t stand watching those boys fawning all over you.”

“Chad and Tad?” Trixie giggled. “They’re good at what they do.”

“And what do they do?” Penny asked teasingly.

“They hang around and get me stuff.” They both laughed.

“You’re so mean!” There was a moment of quiet.

“I don’t mean to be.” Trixie said, a serious expression on her face. Penny smiled and traced the dark-haired girl’s lips with a fingertip.

“I know…and I was just teasing.” Trixie smiled and sucked Penny’s fingertip into her mouth. Penny closed her eyes and let out a long, slow breath. Lor felt herself tensing. _You shouldn’t be watching this._ A voice in her mind said guiltily. _It’s private…and besides, you promised yourself…_ Her gaze was riveted in place, however.

After a moment Trixie released the finger and Penny started slowly stroking her hands up and down the other girl’s back. “So what should we do now?” She asked softly. In response Trixie leaned in for a kiss that Penny returned enthusiastically. From where she crouched, Lor could see their tongues sliding against one another, and a small trail of saliva trickling down Penny’s cheek. She bit her lip as she felt a sudden desire to lick it away.

Penny’s hands snaked up to the back of Trixie’s bikini, fumbling for a few seconds before she undid the ties. Feeling her top give, the Asian girl broke off the kiss, smiling seductively as she pushed herself up a few inches to let the bit of fabric fall away from her body onto Penny. Penny moaned audibly as she saw Trixie’s small, perfectly shaped breasts above her.

“You like?” Trixie teased, cupping her right breast in her hand and arching her back down towards the smaller girl. Penny nodded. “Show me…” Trixie placed her hands on the headboard, leaning forward so that Penny’s face was right in her cleavage. Without a moment’s hesitation, Penny turned her head and closed her lips around Trixie’s nipple, sucking with a sound that Lor could hear from where she was. Trixie closed her eyes tightly, groaning in pleasure.

Penny opened her mouth wider, sucking the soft flesh into her mouth and bathing both breasts with her tongue until they glistened in the dim light of the bedroom. “Use your teeth.” Trixie urged gently, and Penny complied, sinking her white teeth into the pale skin in a series of light, slow bites. Each time she bit, Trixie’s entire body twitched.

“You like that?” Penny asked in a teasing whisper after her last bite almost made Trixie cry out fully. The popular girl giggled, clearly drunk on the sensations that Penny was causing her.

“I like pleasure spiked with pain…” She sang softly, and Penny chuckled.

“I love that song.” She murmured, tracing around one of Trixie’s erect nipples with the point of her tongue. Lor sucked back a moan deep into her own throat. Her left hand was occupied with holding the door in place so that just the tiniest crack was opened. Her traitorous right hand, however, had at some point slid up her belly and was now gently squeezing her breast, her thumb sliding back and forth across the nipple.

_What are you doing?_ The guilty thought broke through for a moment. _You swore to yourself you weren’t like that. You were never even going to think about it again. You should stop right now and get away from the door until they leave!_

With a languid sigh, Trixie sank back down onto the girl beneath her. They began kissing again, Trixie sliding her mouth to Penny’s ear to lick and bite at her earlobe. The blonde girl sucked in a huge breath at that and arched her body up tightly against Trixie’s. The two stayed almost motionless for a few moments, only the sound of their whispered breath reaching Lor. Then Trixie was sliding down Penny’s body, her fingers hooked in the shoulder straps of the pink bathing suit, pulling it down her body.

“I have to get this off you.” Trixie growled playfully, licking at the other girl’s skin as it was exposed. Penny blushed, a pink flush that spread all the way down to her rapidly visible chest. When Penny’s breasts came into view, Trixie made a low, hungry sound and quickly slid her lips against the silky skin. The blonde girl gasped and quickly slid her fingers into Trixie’s black hair, holding her head in place. After just a moment, Trixie pulled away, continuing her slow decent.

When the suit had been pulled down past Penny’s hips, Trixie paused again, blowing a cold little draft onto the other girl’s exposed pussy. Penny’s hands clenched into the sheet beneath her and Lor could see her entire body tense. “Yesss…” She hissed.

Trixie giggled. “Be patient…” She continued to slide the smaller girl’s swimsuit the rest of the way off, eliciting a tortured moan from Penny when she felt Trixie moving away. As Lor watched Trixie finish stripping the other girl, her hand began to drift down again, her fingertips tracing a circular path down her stomach. Trixie slowly began moving back up, laying a trail of kisses along Penny’s leg from the knee to her thigh. When she got to Penny’s hip, she nuzzled her face down, biting lightly as Penny’s hipbone.

The pigtailed girl bucked upwards, laughing and moaning breathlessly. “Trixie!” She managed to gasp. “Stop that…it tickles!” Her hands held the sides of Trixie’s head, but seemed unsure if they wanted to hold her there or push her away. After a moment, Trixie finally relented.

“I’m sorry…I should make it up to you.” She said teasingly, running her tongue along Penny’s thigh until she stopped just short of her pussy. Penny groaned softly, and Lor held her breath. The tomboy’s hand was between her legs, and her middle finger was ever so gently stroking around her mound through her swimsuit.

_I shouldn’t_. Her mind whispered, caught in the final moment of feeble resistance before giving in to the forbidden. _I shouldn’t, and I’ll hate myself later…but I’m going to._ And as she watched Trixie open her mouth, her tongue gently probing Penny's soft, peach fuzz dusted labia, she pulled her swimsuit aside and began stroking her clit with her fingertip.

Penny made a small mewling sound deep in her throat and placed her hands on Trixie's shoulders. "Wait..." She whispered, pushing the other girl back very slightly. Trixie stopped, looking up at Penny with a surprised, almost hurt expression. Penny smiled at her, her eyes almost closed. "I want to do you, too." Trixie smiled back and nodded slightly.

Her gaze flickered in Lor's direction, and for one heart stopping second the voyeur thought their eyes met and she'd been spotted, but then Trixie closed her eyes and rose up on her knees, slowly pushing her bikini bottom down. Like Penny, her pussy was nearly hairless, but as what little she had was dark it made a more striking contrast against her pale skin. Gracefully, she pulled one leg from the piece of black fabric and pivoted around, laying parallel to the girl below her and flicking the scrap of clothing off her other leg as she held herself suspended a few inches above Penny.

She looked down, meeting Penny's eyes across their naked bodies. Trixie lowered herself down slowly, and both girls let out a languid sigh as their soft skin pressed together. That sigh was mirrored by Lor as she slowed the movement of her fingers. She could feel herself drawing close already, and she didn't want to miss any of this. Penny tilted her head up, pressing her lips to the other girl's pussy and moving her head up and down in time with the movements of her tongue. Her hand slipped up and began kneading Trixie's soft, white ass.

Trixie groaned against Penny's pussy, her own hands stroking up and down Penny's thighs as she opened her mouth wide, lapping up all she could of Penny's juices. As Lor watched, she bit her lip tightly. The tip of her index finger was moving in a tight circle around her clit, and as she saw the two girls hips begin gyrating in time to the strokes of their tongues, her own pussy began grinding up to meet her hand. Without even thinking about it, she brought her hand up to her face for a moment, licking her own salty-sweet wetness from her fingers, wishing it was the taste of either of the other two girls.

The still air of the pool house was filled with the smell of sex and the soft, muffled sound of ecstasy coming from the two girls locked tightly in a 69. Penny was squeezing Trixie's ass so tightly that her fingers were leaving clear pink impressions on the tender flesh, and her hips were bucking upward so frantically that the girl on top had to curl her arms around Penny's thighs to keep her head in place. Trixie was moving slower, grinding her pussy downward with slow, forceful movements and then pressing her ass up into Penny's eager hands.

Trixie came first, her body going rigid as she pushed her ass back against Penny's hungry mouth. Every muscle in her body twitched rhythmically as the orgasm swept through her, Penny's tongue continuing to work her pussy and draw the climax out.

The popular girl's high-pitched moans against her clit set Penny off as well, and she and Lor came at exactly the same time. Lor could barely hear the small girl's cry of pleasure through the blood rushing in her ears. With her jaws clenched shut, it took everything Lor had to stop herself from making a sound or moving at all as a violent orgasm made her vision short out into a flash of white, her frozen body making the sensations even more intense.

As she came down, she could see that Trixie had turned so that the two were facing each other again, and in the rush of their combined climax, they were kissing frantically, licking the fluid from each other's lips and faces while they rubbed their twitching pussies together. Wordlessly, they both finally relaxed at the same time, collapsing into each other's arms, closing their eyes and cuddling together in the afterglow.

Just as an exhausted Lor began to worry that they were going to fall asleep, Trixie spoke. "We should probably go."

Penny sighed, sliding out from under her lover. "Yeah...that was...unbelievable." Trixie giggled as she turned over and sat up.

"Wait till you see what we'll do later." She promised, and once again Lor fought a moment of panic as she saw Trixie's eyes twitch towards the bathroom door again. _Don't let her need the bathroom._ She begged silently. _Please, please, please..._ In the tiny, tiny space there was absolutely nowhere to hide.

To the athletic girl's immense relief, both girls simply stood and got dressed once again. After one last, deep kiss they left the bedroom hand in hand. A moment later, Lor heard the door to the pool house close. She waited a few minutes before daring to leave the bathroom, and took another couple to listen by the bedroom doorway to make sure one of the girls hadn't remained behind.

She peered through the window. There were just a few stragglers in the pool area, either playing in the water or laying at poolside. Of Trixie or Penny, there was no sign. Still, Lor waited and watched for quite awhile before daring to sneak out of the small building. Her head was spinning with everything she had just seen, and her pussy was still tingling. At the moment, however, she just wanted to get while the getting was good. She grabbed her clothes where she had left them by her deck chair and quickly pulled on her shirt, shorts and sandals.

Trying not to draw attention to herself, Lor quickly left the pool area and went into the large house, quietly making her way to the front door. Her hand was inches from the doorknob when Trixie's voice behind her almost made her jump straight into the air. "Hi Lor! I was hoping I could talk with you before you left."

Feeling doom closing it's hand around her, Lor dropped her hand and slowly turned. Trixie was wearing her shirt and hot pants over her bathing suit once again, and there was a friendly smile on her face. "Thanks for coming." She said.

"Um...no problem. It was fun. You got a nice place here." Lor said lamely, trying to return the smile.

"I'm glad you think so! I'm having a little sleepover tonight, and I was wondering if you could come. You could get your school stuff and ride the bus tomorrow." Lor hoped her cheeks weren't as red as they suddenly felt.

"A sleepover? Uh...who...who's coming?"

"Well, a lot of the girls aren't allowed to spend the night on a school night, so so far it's just me and Penny. But another girl would make it a real party, you know?" Lor's mind struggled as she carefully watched Trixie's face for any telltale signs. This was some kind of trap, she knew. It had to be...it was way too big a coincidence. Trixie or Penny had seen her somehow.

But Trixie had given her a perfect excuse...her parents would never let her stay at another house on a school night. They would, of course, if she could just catch the bus, but Trixie didn't know that...it was an easy way out, and there were a million reasons she should take it. So Lor was extremely surprised when she opened her mouth to bow out and what came out instead was, "Sure, I can come."

Trixie clapped her hands together. "Great! We eat at seven thirty, but if you want to come over a little later, that'll be fine. This is going to be so much fun!"

Lor nodded, feeling dazed. "Yeah...see you then..." She backed up to the door and let herself out quickly, not quite running down the sidewalk away from the house. _What the hell have I gotten myself into?_


	3. Party Games

**Summary for the Chapter:**

> As the slumber party unfolds, all three girls find much more pleasure in each other's company than they were expecting. But Penny and Trixie may be just a bit too eager to bring Lor in for a different kind of pleasure...

 

When Lor got home, she had some vain hope that her parents might actually forbid her from spending the night at Trixie's house. To her dismay they were just so damned happy that she was getting out of the house and making friends that they gave their permission with no hesitation. So after the zoo that was the McQuarries at dinnertime Lor headed upstairs. After searching her bedroom for brothers and finding and removing three of them she closed her door and slumped back against it, sliding down until she was sitting on the floor.

Resting her chin on her knees and tightly hugging her legs, Lor tried to make sense of everything that had happened today. She suddenly felt terribly homesick and wanted nothing more than to be with Tino, Carver and Tish again. Not that she had ever told them about this problem of hers, but if she were *there*, she certainly wouldn't be having any of these problems *here*.

Regardless of a certain amount of laziness where her schoolwork was concerned, Lor was actually quite intelligent and very perceptive. She knew that back home just about everyone, probably her friends included, expected her to turn out...that way. She had a strong suspicion that her parents did too. Nothing concrete, but they told her that they'd love her no matter what she did an awful lot.

What nobody realized was how scared the tomboy was of their predictions coming true. She didn't WANT to be that way. She didn't want to...you know, like girls like that. Lor wasn't quite sure why she was so resistant to it, had never even really thought about it. Maybe it was a fear of being even more out of sync with what 'normal' girls were supposed to be like. Maybe she it was that she realized how hard it could be to be that way. Maybe she was just afraid of the changes it would make in her life. No matter what the reason was, she was terrified of the whole idea.

And now after keeping those feelings hidden and repressed for so long, after violently fighting down every impulse that she regarded as 'wrong,' today it had all come boiling over. That wasn't the worst part...Lor had had moments of weakness before. Maybe none quite so...intense...as the one today, but it had happened. No, now she was afraid of what would happen tonight and she knew that there was now no graceful way out of it.

She longed to just crawl under her bed and hide until it all went away. But somehow she managed to stand up and start getting her stuff together. And when it came time to pack up what she was going to wear to bed, she paused. Her first instinct was to pack the pajamas she usually wore, but as she pulled them out of the drawer a nightshirt caught her eye. It was a simple dark blue shirt that reached down to about her mid thigh. After a moment’s hesitation she pulled it out and put her pajamas back. “More comfortable,” she muttered to herself, resolutely giving the matter no further thought.

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Lor arrived at Trixie's house at about eight thirty and found Penny already there when she arrived. After living alone for a week Penny had looked forward to a meal she didn't prepare herself. Both girls were sitting in the living room, talking about nothing consequential when the doorbell rang. Trixie looked up at the sound then smiled over at Penny, an expression the blonde girl returned.

They both stood and headed to the front door to meet Trixie’s second guest. “Hi Lor! So glad you could make it!” Trixie said brightly as she opened the door. Lor was wearing casual clothes, her backpack thrown over one shoulder. She smiled, a smile Penny couldn’t help but notice looked a little nervous.

“Thanks for inviting me.” She said as Trixie stood to the side to let her in. Now that the party was complete, the group headed up to their hosts’ bedroom.

“So girls, what do you want to do?” Trixie asked as the door closed behind her with a loud click. As Lor looked around the bedroom, her cheeks turned a little pink. Penny glanced over at Trixie, who had noticed this as well. The two shared another little smile, and Penny nodded.

“Want to play some video games?” Penny asked, nodding over at Trixie’s television. Lor looked a little surprised.

“Um..sure.” The two blonde girls sat down, and Trixie went into her closet to get her system and games. As she came back, she noticed Lor looking at her with a faintly puzzled expression and returned it with a somewhat shy smile.

“I don’t really want a lot of people to know I’m into this kind of stuff.” She explained, kneeling in front of the television to hook everything up. It’s not really part of my ‘image’ you know?”

“There’s a lot more to Trixie then she lets on.” Penny supplied. “I was really surprised when I found out too. But she’s really cool when you get to know her. And really nice.” She looked fondly at Trixie, noticing the other girl was blushing very slightly as she worked.

“Of course,” Penny continued, now turning her eyes to Lor slyly. “I’m sure we all have secrets, right?” As she expected, the tomboy blushed as well, quickly turning in her seat to avoid the gaze of the other two.

“Yeah, I guess so.” She murmured.

“Done!” Trixie chirped, turning back to the girls. After a moment’s discussion, they popped in a fighting game and started playing. Penny was surprised…both Trixie and Lor seemed to have an equal level of skill, which was actually really good. But it was quickly apparent neither of them were a match for Penny Gadget.

“You’re incredible!” Lor said after one particularly fierce match, half in admiration and half in frustration. “How did you get so good?”

Penny shrugged a little, blushing from her seat on Trixie’s bed. “I guess I’ve had a lot of practice. I really like games and computers and stuff.”

“What kind of computer do you have?” Trixie asked, glancing over at her own computer at her desk.

“Well, actually I kind of built one of my own. Interpol always wants Uncle Gadget to have the best equipment, so I just tell him what to order, they send it and I put it together.” Silence began to stretch out after she finished, and she blushed deeper after a moment. “It’s really not that hard…” She began, but Trixie quickly shook her head.

“No, it’s not that!” She exclaimed. “Interpol? So you mean your Uncle is _Inspector_ Gadget? Like _The_ Inspector Gadget?”

“Well…yeah.”

“And you build his computers?” Lor asked. “Isn’t he a genius or something?”

“I don’t know if I’d go THAT far.” Penny said with an amused expression. “Anyway, I use it more than he does, so it makes more sense for me to build it.”

“So you live with him?” Trixie asked, choosing to be tactful and not ask about the other girl’s parents. “Does that mean he’s in Dimmesdale right now?”

“Um…actually…” Penny hesitated for a moment, then abruptly decided that she would be absolutely honest. “He’s not. I’m kinda…living by myself right now.”

“All by yourself?” Both girls exclaimed. “How does that work?” Trixie asked.

“Why are bothering to go to school?” Lor chimed in at the same time. Penny giggled, kicking her feet out along the side of the bed. She quickly sketched out what had happened, leaving out the two most unbelievable parts of the story, that of Gadget being in deep space and her own role in his success.

“So Chief Quimby opened a bank account for me and pays some of Uncle Gadget’s salary into it.” She finished. “And as for school…” She shrugged with a small smile at Trixie. “I guess I’m just a good little girl.”

“But not _too_ good.” Trixie added, smiling back. Penny noticed that Lor blushed again at that. Shortly afterwards the games wound down, and it was decided to change into their sleeping clothes. Penny was mildly surprised, but not unpleased, when she saw that Lor probably had the most daring outfit of the three. It showed off the most skin, at least. Penny herself had on a simple pair of pink pajamas, and Trixie was wearing a frilly white nightie that left her arms bare and fell to halfway past her knees.

Penny hadn’t been sure how the two of them would take the news about her living alone, but they both seemed to take it in stride. Indeed, the fact that she accompanied Inspector Gadget on most of his famous missions were way more interesting, and they both wanted to hear about all the places she’d been and her adventures there. She was a bit shy at first, but since she wasn’t talking about her _real_ adventures foiling Dr. Claw, she soon loosened up.

The three of them ended up talking for hours. Even Lor, who for _some_ reason seemed a little stiff at first, had the other two in stitches by telling some of her stories about her friends back home. For the first time, Penny began to feel happy that she hadn’t managed to tag along with her uncle. For the first time in a long time, she was making some human friends her own age.

When it was growing quite late Penny looked over at Lor while Trixie was talking. The popular girl had since moved to sit in the chair by her desk, while Lor had taken up residence on the bed and Penny was sitting on the floor. Lor’s eyes were closed, and the steady movement of her chest indicated that if she wasn’t truly asleep, she soon would be.

Penny caught Trixie’s eyes, who paused in her story to look over at Lor as well. The blonde girl felt a familiar, tingling ache open up in her stomach as she saw the smile Trixie had on her delicate lips.

\-------------------------------------------------------

Lor had no idea when she had drifted to sleep, or what precisely woke her up. At first, she didn’t even really notice she was awake. Then, a soft little giggle and a soft, wet smacking sound intruded on her consciousness, bringing her fully awake. She kept her eyes closed at first, not wanting to give herself away. The sounds continued for several more seconds, and the tomboy slowly became aware that the mattress she was laying on was moving very slightly.

Unable to resist any more, she cracked her eyes open. The lights in Trixie’s room had been dimmed, leaving it in a state of half shadow. At the end of the bed, Penny and Trixie were sitting next to each other, though the smaller Penny was half in Trixie’s lap, their arms wrapped around each other as they made out frantically in almost-silence.

 _What should I do?_ Was Lor’s first thought. _What do they think I’m going to do?_ Were they doing this hoping that she’d wake up? Did that mean that they had spotted her somehow at the party earlier? Did they just want her to watch or…and this thought filled her with so many conflicting emotions she felt like she was being torn in two…did they want her to join them?

Lor was too mixed up to really make any decision, so she finally made the decision to do nothing. _Let them keep doing…whatever._ She thought to herself. _They never have to know I was awake._ And if they were that into it, she could just keep watching, a bad little urge spoke up. And if you roll over onto your side, you might just be able to sneak your hand down to…

Almost without realizing it, Lor began turning onto her side. Began, and stopped. She couldn’t. Unable to hide her shock, her eyes flew open and she sat up to see what was wrong. Or tried to. She couldn’t really do that either. Feeling her breath becoming ragged, she looked up. Her hands had been lifted above her head and tied to the headboard with two lengths of soft, white cloth. The knots weren’t tight, but they were firm.

“Look who’s up!” Trixie chirped brightly, and Lor’s head snapped forward once again. Penny and Trixie had separated and were looking at her, Trixie with a smile that could only be described as hungry, and Penny with a smaller, sly smile that nevertheless seemed to sparkle with excitement.

“Wh…wh…” Lor started trembling as she tried to catch her breath. “What’s going on?” She suddenly became aware that her legs were spread, making her nightshirt ride up, nearly exposing her panties. Her cheeks red, she closed her thighs with a snap and tried to wriggle the blue fabric down to a more decent level, with little success.

“Well, you seemed to like the show earlier today, so we thought we’d give you another one.” Penny said, her cheeks flushed. She slid off the bed and walked over, standing above Lor to the left.

“But you tried to run off so fast.” Trixie continued, standing to Lor’s right. “So this time, we thought we’d get a captive audience.” She giggled a little, reaching out and tracing Lor’s wrist with her fingernail where the skin met her bond. The contact seemed electric to the tomboy, and she couldn’t prevent herself from squirming a little.

“You…saw me?” She gasped, feeling a wave of utter humiliation wash over her. “How?”

The other two girls looked at each other with an amused expression. “Lor…there was a great big open vent with a screen at the bottom of the door, and you left the light on in the bathroom.” Penny said in a gentle tone, chuckling. “We could see _everything._ ”

Lor’s eyes widened as she felt the ground opening up beneath her…or maybe it was just wishful thinking. “That’s right.” Trixie said, kneeling by the bed and folding her arms on the mattress, resting her head on them as she looked at the bound girl with dancing eyes. Lor could feel the heat from her breath on her skin, and it made her tremble. “You were really enjoying yourself, weren’t you?” She whispered.

“Please let me go.” Lor said, surprising herself by how weak her voice sounded. Trixie giggled.

“Why? Don’t you wanna pway with us?” She piped in a tiny little girl’s voice.

“It’s going to be so much fun.” Penny said earnestly, smiling as she sat on the foot of the bed and started rubbing her hands up and down Lor’s calves. Completely against her better judgment…completely against every conscious thought she had, Lor found herself spreading her legs under the smaller girls touch.

“Wait…” Lor protested faintly. “This isn’t right…I’m not like that. I’m not a…a…”

“A what?” Trixie cupped a hand over her ear and leaned in closer, giving Lor an excellent view of the Asian girl’s budding breasts under the loose nightgown.

“You know…” Lor mumbled, struggling weakly at her bonds. She knew she was staring, but as before she seemed completely unable to look away. “I’m not…a…lesbian.”

“Oh my!” Trixie gasped, looking back at Penny with an expression of feigned shock. “Lor said the L Word!” Penny giggled softly as she watched Trixie straddle Lor’s stomach, grinning down at the seemingly paralyzed tomboy.

“Well _I_ say you are.” Trixie said tauntingly, rolling her hips back and forth. “I say you’re a cute little dyke, just like me and Penny. In fact…” She reached back and placed a hand on Lor’s thigh. “I bet if I just slide up a little, I’ll find something nice and wet…”

Penny suddenly placed a hand on Trixie’s shoulder. “Trixie…” The popular girl looked back in surprise. “I think we might be coming on a little strong.” Penny said, nodding towards Lor. The bound tomboy was visibly trembling, and she had the wide-eyed look of a deer caught in the headlights. On noticing her victim’s reaction, Trixie bit her lip.

“Lor…” She said softly, getting off the other girl and kneeling on the mattress next to her. “Lor…calm down. I’m…” She glanced over at Penny, who nodded. “ _We’re_ sorry.” The bound tomboy noticeably calmed once Trixie had climbed off her, but now she was slumped in her bands and looking resolutely away from either of the other two. Trixie threw Penny a helpless look, and the blonde girl smiled a little and motioned for Trixie to keep going.

Trixie sighed deeply. “Really, Lor, I’m sorry.” She said in a low voice. “I didn’t want to freak you out.”

“That’s right.” Penny agreed. “And we certainly didn’t want to force you to do something you didn’t want to.” She smiled sardonically. “We just…thought you wanted to.”

“And…I should have paid more attention to your feelings.” Trixie continued, threading her fingers together and staring down at her hands. “I guess…I guess I pretend to be a stuck-up bitch so often that sometimes I forget to cut it out when I’m with my friends…my real friends.”

At that, Lor turned her head to look at the Asian girl, who managed a faint smile. “Anyway,” Penny said from Lor’s feet, “it’s up to you, now. If you want, we’ll just untie you and we’ll all go to bed.”

Lor immediately opened her mouth to repeat her request to be released, but found herself unable to say it. Now that he initial shock was subsiding, and especially after hearing Trixie’s apology, Lor was in a state of mind to consider her situation. She was currently in a position that she knew that she would never have gotten into on her own, and faced with a choice she had desperately avoided making for a long time now.

Her every rational impulse was telling her to put a stop to this now, to hold onto what few shreds of her promise to herself still remained. But now that her fear was subsiding, she was starting to realize how incredibly turned on she was. Trixie was right…she could feel her panties, and they were soaked. Lor suddenly felt like she was making a choice between doing something she desperately wanted to do, and years of lying alone in bed, her fingers between her legs as she regretfully fantasized about what might have been.

Feeling herself start to shake again, Lor finally decided to let go of her uncertainty and her fear of her own desires, and fall. _I want to be bad…_ She thought, and she shuddered deeply at the wave of lust that thought sent through her. She licked her lips. “Let’s do it.” She whispered. “I want to.”

Trixie and Penny looked surprised. “You…don’t have to.” Trixie said after a moment. “It’s not like we can’t still be friends or whatever…”

“No…” Lor shook her head, feeling her voice gaining strength again. “I want to…” She looked to the side. “I’ve always wanted to…I was just too chicken before now.” Taking a deep breath, she turned back to the other girls, her cheeks blazing. “You can do…whatever you want to me.” She said confidently, though her voice began to quaver a bit at the end.

The two looked at Lor, then at one another. Penny was the first to smile, a small upturn of her lips that was mirrored a moment later by Trixie. At Penny’s encouraging nod, she leaned down, letting her lustrous black hair fall over Lor’s face as she drew close. “Do you want me to untie you?” She murmured, prompting an even deeper blush from the tomboy.

“N…no.” Lor stuttered in a whisper as her arms flexed against their bonds. “I…I think I like it.” She started to turn her head, embarrassed, but Trixie placed two fingers under her chin and held her eyes.

“Whatever you want.” The popular girl breathed, gently tilting Lor’s face up to her. Lor closed her eyes and parted her lips very slightly as Trixie brought their lips together.

Instantly Lor felt that falling sensation once again, but now she seemed to be floating backwards into a warm softness that went beyond any of her fantasies. Trixie’s scent, a gently floral perfume that carried with it just a dark hint of the girl’s arousal, filled her senses and sent her spiraling into the ether. She felt a tongue slide in and out of her mouth teasingly, and sent her own tongue to slide against it and catch it.

She felt a sudden warmth against her other side and cracked her eye open just enough to see Penny lying against her, looking down at them with lust-filled eyes. Trixie’s hand left Lor’s cheek and snaked around Penny’s shoulder, drawing the blonde girl into their kiss. Penny fell gratefully, giving Trixie’s cheek as she moved into the three way kiss. Soon, the sounds of the girls licking at each other’s mouths filled the room, along with the soft, mewing sounds of pleasure.

Lor was certain she had gone to heaven. Unable to catch her breath, she had thrown herself into the kiss, sucking on the tongue of one girl, then the other, then opening her mouth to kiss both at once. In response to the ecstasy she felt, her hips began gently undulating against the air, a mute sign of her desire that Penny and Trixie could feel moving against them. At almost exactly the same time, they each sent a hand down to rest on one of her thighs.

They broke the kiss as Lor opened her eyes to look up at them. The athletic girl’s chest was heaving, and like the others, her mouth and chin glistened with their mixed saliva. She licked her lips as she waited. “Maybe we should do something about that.” Trixie said in a gently playful tone, nodding down.

Penny smiled impishly. “Maybe…when I’m done playing.” She said, surprising both the other girls. She slid out from under their arms and wiggled down until her cheek was resting against Lor’s bare leg. She closed her eyes and took a deep, deep breath, letting it out with a smile. “What smells so good?” She murmured, with a small blush identical to the one on Lor’s cheeks. “Should I find out?” She began tiptoeing her fingers along Lor’s inner thigh, eliciting a shuddering moan from the tomboy.

Lor’s legs began to write and she quickly crossed her ankle to keep them under control, though her knees continued to spread wider and wider in response to Penny’s touch, pushing her hips into the air and pulling the fabric of her nightshirt taut against her pussy. Almost immediately the dark blue was marked by an even darker wet spot.

“Mmm…we don’t want that to stain, do we?” Trixie whispered, and Lor, unable to speak, shook her head no. And as Penny continued to trace designs on Lor’s silky skin with her fingertips, Trixie slid the nightshirt up over Lor’s hips and exposing her white panties. The smell of sex soon filled the air, and all three were affected by it.

Penny abandoned her gentler games and moving between Lor’s legs, kissing and sucking a slow trail up her inner thighs. Trixie pulled the nightshirt up higher, exposing Lor’s flat and toned stomach, causing her to gasp as the cool air of the room hit her bare skin, and again as Trixie’s hot hand came to rest on it. Lor tossed her head back and forth, struggling pointlessly at her bonds as she fought to push herself up against Trixie’s hand, and down against Penny’s mouth.

“What have we here?” Trixie whispered in Lor’s ear as she slipped her hand beneath the nightshirt, lightly caressing the lower swell of her breasts. Puberty and her athletic lifestyle had been kind to Lor so far, and her bust was noticeably larger than the other two’s. The speedy growth had, however, left her breasts incredibly sensitive, and she tossed her head back, eyes shut tight, as she felt Trixie’s hand on them.

“Oh my!” Trixie said as she pushed the nightshirt up to Lor’s neckline, reacting both to the size of Lor’s chest and her reaction to her touch. “Do you like this?” She almost sang as she ran her hand over the soft, white skin. Lor could only moan and nod. “How about this?” Trixie slid her palm over so Lor’s dark pink and erect nipple was between her index and middle finger, and pinched them together lightly.

The sensation sent a shock through Lor’s body that made her jump, and she groaned as she felt the pressure release. “Harder.” She moaned, almost unaware she had spoken. “Harder.” Trixie smiled, her eyes sparkling, and obliged, straddling Lor’s bare belly once again and using both hands to squeeze and pinch Lor’s sensitive breasts.

Penny, meanwhile, had been steadily making her way up to Lor’s panties, despite the tomboy’s tendency to squeeze her strong legs together rhythmically against Penny’s head. As she reached them, she smiled at the huge wet spot that covered the front of the white cotton garment and leaned her head down to plant a kiss right in its center. Above her, Lor moaned once again and desperately pushed her pussy up to Penny’s mouth, a mute plea for release. But Penny, exposing a dominant, teasing streak she hadn’t known existed, placed her hands on Lor’s hips and gently, but firmly, pushed them down again.

The sound Lor made at that was a tortured groan that quickly went up into a surprised squeak as Trixie began playing even harder, making Lor buck up once again. Penny noticed that the Asian girl’s nightie had ridden up her back, exposing her panty-clad ass to view as it wriggling back and forth on Lor’s stomach. Penny couldn’t resist, and leaned forward, giving Trixie a soft bite. The dark-haired girl gasped and sucked in a huge breath, looking down over her shoulder with a sexy smile.

“You tease!” She chided. “You should see what you’re doing to poor Lor.” Lor twitched once again, and Penny lifted an eyebrow, returning the smile.

“What I’m doing? I think _you’re_ doing it.” She returned, tracing the visible outline of Lor’s mound through the wet cotton. Lor’s hips began moving up and down in a vain attempt to get those fingers to move in.

Lor was panting, her blood coursing red hot through her body as her lust overwhelmed her. “Please…” She moaned, looking entreatingly up at Trixie. She licked her lips again, feeling a sudden need to feel her tongue against something. “Please kiss me…” Trixie looked back and smiled, leaning forward and giving Lor’s nipples a final, deliciously hard pinch as she did so. Her arms folded around the tomboy’s neck and she found her mouth invaded by Lor’s desperate tongue. Her eyes blinked open once in shock, then closed again as she moaned against the passionate, frantic kiss.

Penny opened her mouth wide, pressing her teeth very, very lightly against Lor’s pussy. As Lor’s hips ground upwards desperately, Penny ran her tongue over the soaking wet cotton, licking up the salty-sweet liquid from the fabric. Lor cried out against Trixie’s mouth up above, digging her heels into the mattress and pushing herself against Penny’s dancing tongue. Penny giggled softly and began to close her mouth, gently scraping her teeth against Lor’s softest flesh as she took the panties in her mouth and pulled them downwards.

Lor’s pussy had a light dusting of blonde, almost white hair that glistened damply with the juices of her now uncontrollable lust. After pulling the panties down enough to expose the other girl, Penny let them go and used her hand to quickly finish taking them off. Once they were gone, she settled between Lor’s legs again, looking down at her sex and feeling her own pussy tingle and her mouth water in anticipation.

As she felt Penny’s breath on her pussy, Lor reflexively fought against the restraints holding her wrists to the bed. Why, she couldn’t tell. To hold Penny’s head, to wrap her arms around Trixie…her body longed to do these things, but finding herself frustrated and helpless time and time again was driving her wild. Her body ached with need, every muscle pulled so tight she could barely breathe. All she could do was throw herself into her one release, the kiss she shared with Trixie, lavishing her tongue over the girl’s mouth and chin and sucking Trixie’s tongue deep into her mouth as she did the same.

Penny lightly traced her fingers along the edges of Lor’s labia, watching and smiling at how Lor’s body twitched under her touch, and the muffled sounds of her whimpers through her kiss. “I guess that’s enough.” She murmured, her mouth close enough to allow the other girl feel her breath and voice against her pussy. “Are you ready?” She said a little louder, looking up at the other two with a smile.

With an audible popping sound, Lor broke her mouth free, gasping for air. Trixie, still somewhat dazed by the ferocity of the kiss, immediately turned her attention to Lor’s long neck, licking and sucking the soft skin. “I’m ready, I’m ready!” Lor managed, tilting her head to the side and pushing her shoulders up to give Trixie better access. “Please do it!” She begged, thrusting her hips up entreatingly at Penny.

With a small giggle, Penny finally decided to relent. The blonde girl closed her eyes and slowly lowered her mouth to Lor’s bare pussy. She was surprised by how hot the wet flesh was against her mouth as her tongue slipped out and began probing Lor’s sex. Lor’s legs quickly hooked around Penny’s waist, drawing her in and holding her tightly. Penny giggled again and began licking in earnest, running her tongue up and doing the tomboy’s burning pussy.

Lor opened her mouth, but lacked the air to cry out. Her hips rolled up and down against Penny’s mouth, and her arms pulled against the cloth that bound her. As Trixie continued to kiss her neck, she sent a hand down to Lor’s breast once again, running her fingers over the supple flesh and the hard little nub of her nipple. Lor arched her back, pushing her breast up into Trixie’s hand.

Every touch, every sensation was so intense…Lor had never felt anything like it, and it all welled up from the warm, wet tongue she could feel sliding in and out of her. Her legs tightened around Penny’s waist as she felt herself drawing close. Her hands clenched tightly as she fought desperately against her restraints, longing to pull Penny up to the point that she could feel the pigtailed girl slowly approaching. Finally, finally, for the first time Penny’s tongue slid between her labia and made direct contact with Lor’s clit. And that contact was enough.

The universe exploded around Lor as she came, wracked by wave after wave of ecstasy that went so far beyond anything she had experienced during her own exploration of her body. The pleasure she felt was so intense it was almost agony, a torture she couldn’t endure but wished would never end. She had no idea how long it lasted, but finally the waves rushing through her body slowly began to subside, leaving her in a half-conscious daze, slumped limply on the bed.

She was barely aware of her arms being untied and allowed to fall on her chest, or her nightshirt being pulled down once again. A mouth pressed to her lips in a gentle kiss, and she reflexively returned it, a soft smile of deep contentment on her face. “I guess you liked it after all.” Penny’s gentle voice came to Lor distantly, and she nodded a little in return. She felt Penny’s lips on her mouth now, and she kissed them back lazily as well.

“I guess there’s three of us now.” Lor heard Trixie say softly as she drifted into sleep.

“I guess so.” Penny replied, then added with a giggle, “Think we’ll find any one else?”

“You never know!” Trixie giggled back. “I hope so…”


	4. The Next Day

**Summary for the Chapter:**

> Back at school Trixie is whisked away by the other popular kids. Penny and Lor have fun on their own for a little while, but they definitely miss the third member of their group. And Lor isn't one to shy away when action is called for...no matter who might be watching.

 

“I don’t know what you’re so worried about.” Penny said as the girl’s room door swung shut behind her. She watched Lor as the other girl peeked beneath the stalls, making doubly sure they were alone. “This is your idea, you know.”

Lor straightened up, a disbelieving expression on her face that the shorter girl answered with an impish little smirk. “Nuh-uh! All I said was…”

Penny interrupted her. “You said you couldn’t wait to pay me back for letting you copy my math homework on the way to school.” She giggled. “Well, now you don’t have to.”

Still looking around as if they were going to be ambushed, Lor muttered sullenly, “This wasn’t what I had in mind.”

“Oh really?” Penny said in a soft half-whisper that immediately locked Lor’s attention on her. “You didn’t have something like this in mind?” She stepped forward and slipped her arms around Lor’s neck, standing on her toes to bring her lips to Lor’s and slip her tongue between them in a soft, teasing kiss.

Lor returned the kiss for a moment before getting her impulses under control enough to take Penny by the shoulders and hold her back a little. “What if somebody comes in?” She whispered. Penny just laughed softly, rolling her eyes.

“You and Trixie…” She murmured, bringing her mouth to Lor’s ear and letting her tongue and lips brush against her earlobe. “Isn’t it more exciting thinking that any second now someone could walk right in and see us together?”

With the sensation of Penny’s mouth sending shivers all through her body and turning her knees into jelly, Lor couldn’t find the strength to protest. But Penny couldn’t miss how the tomboy kept staring at the door, or how she seemed to be straining to hear the slightest sound over their own ragged breath. So Penny stepped back with a little sigh and took Lor by the wrist. “Oh, all right…this way.” She led the other girl into one of the stalls and locked the door behind them. “Better?”

Lor relaxed visibly, letting out a long slow breath. “Yeah.” She nodded, leaning against the door. “So now what?”

“You wanted to thank me, remember?” Penny said impishly. “So you tell me.”

“Right…” Lor murmured uncertainly. “You know…I’m kinda new at this…”

“That’s okay.” Penny said with a soft smile. “I am too, you know.” She chuckled and shrugged at Lor’s expression of disbelief. “Well, I am…Trixie snagged me just a day before we got you. To be honest, I’m not sure what to do with her not around either.”

Lor started to laugh, and Penny looked at her curiously. “That makes me feel better.” Lor explained. “I mean, if neither of us knows what to do, that means we can’t really screw up.” Penny laughed as well, and Lor gave her an appraising look. “I think I have an idea.” She said quietly. “Take off your shoes.”

Penny blinked in confusion, but quickly complied by kicking her sneakers off her feet. Lor nodded and took a step towards her. “Now just hold still.” She murmured, kneeling down to unfasten the other girl’s green pants.

“I’m not gonna be wearing much as this rate.” Penny said with a slightly nervous giggle.

“That’s the idea.” Lor whispered, looking up at her. “I want you totally naked.”

Penny’s eyes widened. “Naked?” She whispered. “Here…now?” Lor smirked.

“That’s right…unless you think it’s too dangerous.” Lor noticed that Penny’s hands suddenly started to shake, and a pink flush started to climb down her cheeks and neck. Lor stood up, hooking her fingers under Penny’s shirt as she rose. “Let’s see how far down that goes…” She grinned, pulling the striped shirt up over Penny’s head and draping it over the rail. “Ooo…all the way down.” She murmured, running her eyes up and down the smaller girl’s chest.

Penny blushed a bit deeper and folded her arms over her training bra, smiling shyly. Lor was briefly surprised, but then smiled in return. “You’re cute.” She said, sliding down to her knees once again. Penny giggled from above her, and she looked up to see the pigtailed girl smiling down at her, her hands at her sides once again.

“You’re really good at this, considering…”

Lor paused, her hands resting on Penny’s hips. “Considering that two days ago I would freaked at all this? Yeah, I know.” She gave a little chuckle. “I think I’m done freaking though.” In a single quick movement she yanked open Penny’s zipper and pulled the tight pants, along with her panties, halfway down her thighs. “Now I just want more.”

With a sharp intake of breath, Penny shuddered. “Do it…” She whispered. Lor could see the juices glistening on the small girl’s almost hairless mound.

“Soon.” Lor promised, peeling the tight green denim down her slim legs until her jeans lay pooled around her ankles. Penny stepped out of them completely as the other girl stood, looking her up and down. “Almost done.” She grinned, looking at Penny’s bra. With a shy look, Penny reached back and unclasped the undergarment, sending it fluttering to the floor. “How does it feel?” She asked.

Penny, wearing nothing but socks, slid her fingers up and down her bare skin. “I’m naked in a bathroom in a school full of people…” She whispered, starting to shake again. “I feel…” Without another word, she threw herself at Lor, cleaving her body against the taller girl and thrusting her tongue between her lips in a frantic kiss.

Lor’s hands slid down to squeeze Penny’s ass and pull her in closer. She could feel the heat from the other girl’s pussy burning against her leg and the wetness soaking into her pants, but she didn’t care about that anymore. She was so engrossed in exploring Penny’s mouth and body, in fact, that she only barely noticed the sound of the restroom door opening. Her eyes widened in fear, and as Penny backed off, she saw her eyes widen as well, but in excitement.

“Quick!” Lor hissed, knowing they had about one second. She yanked her own pants down and sat on the toilet, scooping up Penny’s clothes and then Penny herself to sit in her lap. Penny, obviously straining to hold in a fit of the giggles, braced her feet on the wall behind the toilet to keep them out of sight. She grabbed onto Lor’s shoulders to keep her balance as the sound of footsteps filled the room.

As Lor looked into Penny’s face she saw the other girl’s eyes lit up with fiendish pleasure. She longed to ask what she was thinking, but there was no need, as a moment later Penny was reaching down to pull Lor’s shirt up and then yank her bra down. Her breasts, smooth, creamy and much larger than Penny’s, bounced free and her nipples immediately stiffened in the chilly air of the restroom. Sucking in her lips to stifle a gasp, the tomboy glared at the nude girl in her lap, but Penny just stuck her tongue out at her.

“Don’t you dare!” Lor mouthed, and response Penny bent low and ran her tongue in a tiny circle around Lor’s incredibly sensitive nipples. Lor closed her eyes and tilted her head back, but didn’t dare move much more for fear of throwing off Penny’s already precarious balance. Feeling the freedom to be completely evil, the pigtailed girl opened her mouth and silently sucked Lor’s tit into her mouth, gently biting at the soft flesh and lashing her tongue again and again over the small, rock-hard nipple.

Lor could only sit helplessly as Penny’s mouth send waves of pleasure through her. She tossed her head back and lifted her hands, only to wave them helplessly before grabbing onto the rails on the sides of the stall to brace herself. Penny shifted very slightly to switch to the other breast, and her mouth left Lor’s skin with a soft pop that made both of them freeze. But there was no reaction from the other occupant of the room, a couple stalls over, and Penny turned her attention back to Lor’s chest.

Lor was torn between heaven and hell…Penny’s tongue was hot and wet against her tit, and every gentle press of her teeth sent a jolt through her body. But she had to endure it in total silence, only able to move the slightest amount in reaction. After what seemed like a torturously long amount of time, there was the sound of a flushing toilet, the sound of the other girl washing her hands, and then, finally, the sound as she stepped out of the room and the door sliding shut behind her.

Penny practically jumped out of Lor’s lap, leaning against the door with her hands folded behind her. Her cheeks were bright red and she was laughing almost soundlessly. Lor stared at her, frustrated in a whole rainbow of ways. “You…you…” She tried to sound indignant, but her breathless voice made it impossible.

“You what?” Penny chirped playfully, stepping up to slide her arms around Lor’s neck again. “Bitch?” She whispered, kissing Lor’s ear. “Whore?” She did the same to the other ear. “Slut?” She slid down and started laying soft kisses on the athletic girl’s neck. “Cunt? Come on Lor.” She softly urged. “Tell me what I am.”

Lor had already been half-consumed with lust from the tongue bath Penny had just given her, and now the small girl’s filthy language and kisses were driving her into a frenzy. As she felt Penny’s tongue on her neck, the last of her inhibitions were torn away and she reached up and grabbed Penny around the shoulders, pushing her back roughly. Penny staggered back a step, looking surprised as her pigtails bounced around her face. Lor, her pants still around her ankles, slid to the floor on her knees and seized Penny by the hips.

“You’re a slutty little bitch.” She growled up at her. “And you’re mine.” With that she yanked Penny towards her and pushed her face into her pussy. Penny gasped loudly and her legs seemed to give out, but Lor held her up until she braced her hands against the walls. Lor slid her tongue in and out of Penny’s canal and all around her labia, lapping up all of the juices that had flowed out of her. Above her, Penny bit her lip tightly and let out a long, muffled groan.

As she continued devouring the other girl’s pussy Lor moved one of her hands from Penny’s ass and began attacking her own sex, her fingers spreading her lips open to stroke her clit. Some distant part of her mind prayed that nobody else come in, because there was no way that she would be able to stop now.

Penny thrust her hips out into Lor’s face and Lor’s pelvis was grinding down into her hand as she opened her mouth wider, twisting her tongue into Penny’s sweet pussy and lapping gently at her clit. “Oh yesssss….just like that, don’t stop…don’t ever stop…” Penny breathed softly, and Lor just moaned an assent. Her finger was moving in a quick little circle around her own button, and she could feel her juices running down her legs and soaking her thighs. Penny was whimpering in ecstasy and shuddering with the effort it was taking to remain upright, her eyes closed tightly and her mouth making small sucking motions.

But it was Lor who came first, her practiced fingers driving her body over the edge in an explosive orgasm that had her crying out into Penny’s pussy. The pigtailed girl felt the vibration of Lor’s voice buzzing through her sex, and it sent her out of control. She placed her hands on the back of Lor’s head and started rubbing the other girl’s face against her pussy while Lor wildly stabbed her tongue out to try and keep up with the frantic pushes.

“More…more…” Penny whispered thoughtlessly, not even aware she was speaking, “I’m…I’m almost…!” Her body stiffened and she lifted onto her toes and arched her back as she came, her mouth opening and closing in a soundless scream of absolute pleasure. A final, violent spasm wracked her small frame. Spent, her body finally relaxed and she dropped to her knees as well, limply tossing her arms around Lor’s neck as the two leaned against each other for support, their panting echoing in the silent restroom.

“I guess…we should get dressed.” Lor murmured, sucking gently on Penny’s earlobe.

“I guess…I kinda like being naked in school though.” Penny giggled, still a feeling a little intoxicated. “Do you think anyone would say anything if I just went to class like this?”

Lor giggled in return. “I don’t think anyone would mind…but you’d probably get in trouble anyway.” Grabbing the rail for support she pulled herself to her feet and then helped Penny up. She smiled as she took in Penny’s elfin features, her cheeks pink and flushed, her pigtails mussed and her eyes shining in the afterglow.

Penny noticed her gaze and tilted her head curiously. “What is it?”

“Oh…you’re just really cute.” Lor said with a wink. The shorter girl blushed.

“You too.” She whispered, leaning up to give Lor a soft kiss that suddenly turned very serious as the two girls wrapped their arms around each other and probed their lips and tongues.

“Wait…you’ll get us started all over again.” Lor whispered, gently pushing the eager girl back. “We really should get going before someone wonders where we are.”

Heaving a huge sigh, Penny nodded. “I guess you’re right…” Both girls quickly got dressed and left the stall, taking a moment in front of the mirrors to get their hair back in place. Just before they left, Lor braced her foot against the door to keep it closed and turned back to Penny, holding her tightly and sucking the other girl’s tongue into her mouth in a sudden fit of passion that left the other girl slumped limply in her arms.

“Well, let’s go!” Lor clapped her hands as she let Penny go, smiling brightly. Penny just gave a dazed little nod in return, and they went through the door, heading to the room where they were supposed to be having a free study period.

But as Lor turned a corner, she very nearly bumped into another girl who was walking in the opposite direction. She staggered back a step and had almost preserved her balance when she saw who it was she had almost collided with. That shock was enough to send her falling back, forcing Penny to try valiantly to hold her up under her arms until she could get her feet under her again.

“Rachel!” Lor gasped loudly as she tried to right herself, and Penny looked curiously at the other girl. She was tall, probably as tall as Trixie, with strong, pretty features and a light, athletic build. Her light blonde hair fell loosely to just above her shoulders and her brown eyes were widened in surprise as she leaned on the wall to keep her own balance.

“Lor…is that you?” As recognition set in, Penny noted that the new girl’s demeanor turned distinctly chilly. She suddenly looked familiar to Penny, but she couldn’t quite place her.

“Yeah…it’s me.” Lor muttered, gently brushing Penny’s supporting hands away. “Wow…it’s been awhile, hasn’t it?”

“Almost two years.” Rachel said in a neutral tone. “I didn’t know you were living here.”

“Um, yeah.” The athletic girl gave a weak half smile. “I haven’t seen you around. Have you been here long?”

“This is my first day. We just moved here.” A tense silence fell over the general area, and Penny shifted from one foot to the other nervously.

Lor coughed a little. “It’s nice to see you again Rache.” There was no response, and Lor gave a tiny sigh. “I guess I’ll talk to you later.”

“I guess you will.” Rachel replied in that same level tone. She continued walking, barely glancing at Penny as she stepped by. When she had turned another corner and was out of sight, Penny let out a huge breath that she hadn’t even noticed she was holding.

“Well…that was pleasant.” She said in a careful tone. Lor sighed again and nodded.

“That was Rachel…we used to be pretty good friends.” She said after a moment.

“That didn’t seem very friendly.” Penny gently pointed out. Lor smirked mirthlessly and nodded.

“Yeah. We had a pretty bad fight. And it was all my fault.” She looked into the distance, where the other girl had disappeared. “I didn’t know she’d still be so mad, though.”

Penny put a hand on Lor’s shoulder and offered her a smile. “Hey…we should get back to study hall. And then it’s lunchtime…maybe we can tear Trixie away from her posse long enough to talk to us.” Despite herself, Lor couldn’t help but chuckle.

“Yeah, maybe.” She let Penny turn her around and they headed back to class. When the three girls had boarded the bus that morning, Trixie’s usual introduction from the bus driver had met with silence as she had been followed by the other two girls. Penny’s semi-inclusion into the inner circle at the pool party had been strange enough, but to see her and Lor accompanying her onto the bus was enough to invite stares from every student on the bus.

Lor was, at this point, used to being the odd girl out and was able to take the scrutiny in stride, but the much shyer Penny had looked extremely uncomfortable. Lor, feeling a sudden surge of protectiveness, had tried to keep the smaller girl out of sight as much as possible as they found an empty bench close to the front. But during the few seconds it took the two blonde girls to get a seat, Veronica had fallen on Trixie and whisked her away before the Asian girl had time to do anything but offer her friends an apologetic look.

There had been no getting to Trixie after that. During the first couple of classes of the day, Veronica had been so tightly attached to her that it would have taken a crowbar to get her off. And Trixie wasn’t happy about it at all, Lor could see that very clearly. She had seen Trixie genuinely happy last night, when it had been just the three of them. Today, she was playing the part of the most popular girl in school to perfection, but Lor could see that her perky, glassy smile didn’t reach her eyes, and her laughter lacked any real enthusiasm.

The two girls entered the classroom. Trixie and her cronies were in a different study period, so they weren’t there at the moment. Lor tried to pretend to study for a very short time, but her mind kept flickering between Rachel and Trixie. Rachel was a very unexpected and probably completely insoluble problem, so she concentrated instead on Trixie. But no matter how she looked at it she just couldn’t synch up the real Trixie she had seen last night with the false face she showed here at school.

Lor could certainly understand wanting to be popular, but acting like a completely different person every single day just for that? No…Trixie just didn’t seem like that like that kind of person, now that Lor had really gotten to know her. Finally, feeling frustrated, she turned in her seat. “Hey.” She whispered over at Penny. “Can I ask you something?”

Penny turned towards her, glancing at the book Lor was holding. “I’m not really that good at English.” She whispered back, and Lor smiled and shook her head.

“No…about Trixie.” Penny tilted her head curiously and nodded. “Why…” Lor paused, trying to get her thoughts in order. “Why do you think being so popular is that important to her? Doesn’t it seem…weird?”

Penny puffed out her cheeks a little. “I’ve thought about that a lot this weekend too.” She admitted. She stared down at her book for a moment before continuing. “I don’t think Trixie’s ever had a real friend. And I think she gave up trying to find one a long time ago. But she’s smart…she knows what it takes to be really popular. So I think when she gave up trying to make a friend, she decided she’d just be popular instead.”

Lor thought about for a moment. “That…makes sense.” She finally whispered. “But that’s really kind of sad, isn’t it?” Penny nodded. “And…she does have friends now. Doesn’t she?”

Penny smiled. “Yeah…she does.”

“I hope you ladies are talking about your schoolwork.” The teacher said pointedly from the head of the class. Both girls immediately clammed up and turned back to their books. Lor glanced up at the clock, thinking of what she might do once lunch finally rolled around.

\-------------------------------------------------------

When the lunch bell rang, Trixie left her classroom and headed for the cafeteria. At this point, she was unable to hide a slight slump to her shoulders as Veronica hovered at her right elbow, keeping up her never ending stream of inane chatter. The day had been miserable so far, and it was barely half over. Trixie had found it extremely difficult to slip into the usually comfortable role she always assumed at school. She actually found herself getting slightly offended at the worst of Veronica’s bitchy comments about the other girls in class, and was completely unable to fake any herself. Chad and Tad’s idiotic posturing was grating on her nerves far more than usual too.

More and more, she found herself just wanting to ditch the lot of them in favor of Lor and Penny. But she couldn’t do that. Sighing deeply, she entered the lunch room and settled into the opulently appointed table reserved for the popular kids. Trixie was just as glad the violin player was off today…she was already getting a bad headache.

Picking at her pheasant, Trixie listened to Veronica’s chatter enough to make the occasional reply as she swept her eyes across the cafeteria. Ah…Lor and Penny were sitting at a table some distance away, and Lor was looking at her with an odd expression. Trixie smiled a little at her, and Lor smiled back and nodded before turning to Penny. The two of them started it talking, and Trixie frowned as she realized they were actually arguing about something.

Finally, Lor seemed to brush off whatever Penny was saying and stood up, walking towards the popular table. Penny shrugged a little and then leaned her chin on her hands to watch. As Lor approached, the bouncer stepped in front of her. “Hey, whoa there little lady. Where d’you think you’re goin’?”

Lor glared up at him. “I need to talk to Trixie.”

“Well this is a need that must remain unfulfilled. Take a walk.” The bouncer made a jabbing motion with his thumb.

“Let her though.” Trixie said quietly. Everyone in the area turned to look at her.

“But…what about the chart?” The bouncer asked in a dumbfounded voice.

“I said let her through.” Trixie repeated, and the bouncer shrugged and stepped aside. Ignoring the glares from the other three at the table, something that deeply impressed Trixie, Lor walked right up to her.

“Do you want to come sit with us?”

The question seemed to hang in the air for a moment. It was so unexpected that Trixie had to roll it around in her head several times before it even began to sound like English. While she was still trying to process, the Asian girl saw the smile on Lor’s lips, and beyond her, a similar smile on Penny’s. Then she glanced over at the cold stares coming from Veronica and the boys. She turned back to Lor with a smile. “Yeah…I do.”

With that small statement, dead silence began to ripple outward throughout the entire cafeteria, everyone turning to look as Trixie picked up her lunch and her bag and quite calmly followed Lor back to the table she was sharing with Penny. Once she sat down and began eating, the rest of the kids began to realize the show was over, and slowly the buzz of conversation returned. Most of the discussion, however, was now on the subject of Trixie.

“I can’t believe you did that!” Trixie exclaimed softly. Lor just smiled and shrugged casually.

“No big deal. Penny didn’t really think it was a good idea.”

“I guess I was wrong.” The smaller girl admitted with a smile. “I just didn’t know how you’d react.”

Trixie giggled. “Neither did I. But…thanks for coming up and asking, Lor.”

“Hey, thanks for coming along.”

“Yeah.” Penny nodded with a grin. “Welcome to the non-popular table.”

Trixie laughed softly. “I think I might like it here.”

On the far side of the cafeteria, Rachel had paused in her work to watch the events unfolding with a kind of tired curiosity. When it was over, she shrugged indifferently and turned back to the stack of papers she was busily working her way through, taking an occasional bite out of her sandwich as she did so.

Not too far from the three girls, Timmy Turner turned back to his lunch tray and his pink pencil and green eraser. “Wow, Trixie ditched the popular kids. What’s up with that?”

“Maybe those other two are her friends.” Wanda suggested.

“Yeah, but they’re new! Sure, Lor beat up Francis, but the other one hasn’t done anything…I don’t even know her name.”

“Well, you know that Trixie’s a lot different than she seems. Maybe they know it too.”

“So they’re friends with her like I was when I was Timmantha, huh? Hmmm…” He turned to look at the three of them again thoughtfully.

“My butt’s chapped!” Cosmo complained. Timmy turned back and glared.

“Well, nobody made you turn into my eraser for a pop quiz!”

The popular kids, meanwhile, were deep in conversation about their friend and leader’s odd behavior. “What’s up with her?” Chad asked.

“Yeah.” Tad chimed in with his usual eloquence. “It’s like she’s all…what’s up with her?”

“I don’t know.” Veronica muttered, narrowing her eyes as she looked at the trio. “But I think I’m going to find out.”


	5. Voyeurism For Fun & Profit

**Summary for the Chapter:**

> Now that the social structure at school has been completely disrupted, Trixie has plans for her friends...but what if they don't want to follow along? And all the while, an unfriendly eye is on them...

 

School was letting out for the day, and the students were milling around the hallways as they made their preparations to head home. The buzz of conversation seemed a little more frantic and chaotic than usual, and as Veronica walked though the halls among them she didn’t need to eavesdrop to know what they were talking about. Trixie’s sudden defection from the popular table had hit the social structure like a firecracker on an anthill, and nobody seemed to know where they stood anymore.

Neither did Veronica, for that matter. When someone left the popular table and the social strata it represented, it was because the four of them, the tip of the popular pyramid, kicked them out. Nobody ditched the table just because they wanted to. Especially not one of the four. And most especially and particularly not Trixie Tang. She was the queen…she was what _made_ the table the popular table. And what made the people who sat there the popular kids. If she sat somewhere else, was that the new popular table? And most frightening of all, did that make the kids at that table the new popular kids?

That was the thought that had Veronica on the prowl as soon as class ended and she could lose her extra baggage. There were tons of kids who had a barrage of questions about the shake-up, and Veronica had killed two birds with one stone by leaving them with Chad and Tad. The boys were too full of themselves not to enjoy the attention, and too stupid to realize they’d been ditched. Again.

Now she was looking for Penny Gadget. Trying to get answers out of Trixie was out of the question…all the tricks Veronica knew, she had learned from her. Lor wasn’t an option either. Honestly, Veronica was more than a little scared of the jock, especially after the beat-down she had handed Francis. But Penny…Veronica didn’t know where the pigtailed girl had come from, but it seemed to have left her terribly naïve. She was painfully shy too, another thing that worked in Veronica’s favor. When she found Penny, she’d probably be alone.

She hoped so, anyway. Veronica had to act fast if she wanted to capitalize on this situation. If a new inner circle was forming, she needed to get into it _now_ , before she became another of Trixie’s castoffs. But there was more…Veronica had a feeling that there was something going on that Trixie wanted badly to stay secret. If she could find out what that was…Veronica grinned to herself. Maybe, just maybe, there was a chance to bring Trixie Tang down once and for all and crown a new queen.

And luck was with her, because as she turned a corner she saw her quarry darting into an empty classroom to avoid a group of kids coming in the other direction. Veronica stayed out of sight until they passed by her and then she walked over to the classroom where little Penny hid, all alone and very vulnerable.

As for Penny herself, she had gone to the back of the room and slumped into a chair, not bothering to turn the lights on. She was just glad to get a moment alone, away from her new and unwelcome celebrity and all the questions that had come with it. She had known this town was kind of nuts, but she hadn’t realized how deep it went…kids were panicking out there, trying to figure out what the new social order was. One small group had even formed around Mark Chang, who had decided to name himself the new ‘dominant sentient being’ and ‘conquer the knowledge transfer facility…chyeah.’

She was supposed to meet Lor and Trixie outside, but she really needed to let the halls empty out a little more first. She really wasn’t used to this, and it wasn’t all the attention, though that was equally unwelcome. No, it was _everything_ …up till now it had all been tutors and tiny private schools, the better to keep MAD away from her. She was all alone, she had just been flung into the deep end of the public school experience, and she did not know how to swim.

The classroom door suddenly opened, and Penny sat up straight, another sigh escaping her lips. The lights flicked on, and she blinked in surprise when she recognized her guest…

“Hi Penny!” The cheerleader chirped brightly, lifting her arm high and giving her a little wave. “I thought that was you ducking in here. Hiding from the crowds?” She asked sympathetically, tilting her head to the side. Penny blushed brightly, and Veronica giggled before whispering conspiratorally, “Don’t be embarrassed…I hid too.” She hopped up on a desk nearby and for a moment Penny’s eyes were irresistibly drawn up the curve of her incredible thigh as it was revealed beneath the pink skirt. She looked away quickly, but she thought she saw Veronica looking back with a strange expression. The moment passed.

“It’s hard isn’t it?” Veronica continued, that sympathetic look back in place. “Everything was so quiet last week, and now all this.” She leaned back on her hands and looked up at the ceiling. “It’s all changing around.” She looked back at Penny with a friendly smile. “Wanna talk about it? I know where they have, like, the _best_ ice cream.”

The sudden offer caught Penny by surprise. “Well…I…I said I’d meet Lor and Trixie outside.”

“Oh _really_?” For just a second, both Veronica’s smile and tone seemed to turn nasty, but it changed back so quickly that Penny thought it was just her imagination. “Well that’s no problem!” She said perkily, “I’ll just text Trixie and tell her you stepped out with me. She’ll be fine.”

“Well hey there you two!” Both girls spun around to look at the door. Trixie was standing there wearing a smile that Penny knew was fake and seemed, in fact, downright frosty. Veronica didn’t seem to know the difference though. “What’s going on?”

“Just girl talk.” Veronica replied with an even chillier smile.

“Veronica wanted to grab some ice cream with me.” Penny said softly. Trixie lifted her eyebrows and her almond-shaped eyes seemed to sparkle for a moment.

“You’re just too _nice_!” She gushed at Veronica. “That’s _so_ sweet of you, Veronica, really.” Her eyes flickered back to Penny and her smile turned sly in a way that made the blood rush to Penny’s cheeks. “But I was going to let Penny and Lor have another taste of my cherry pie.”

Penny’s eyes widened and she could feel her cheeks getting redder. As Trixie led her away, she officered no resistance. “I didn’t know you could cook.” Veronica said as they headed to the door, unable to keep a little sullenness out of her voice.

Trixie grinned as she spoke glibly over her shoulder. “Oh trust me…my pie is just incredible. But I don’t share it with just anyone.” Penny immediately clapped her hands over her mouth to stifle a sudden fit of giggles. Trixie hustled her out of the room and let the door swing shut behind them as they hurried through the now-empty halls.

Veronica remained where she was, her smile sliding away as her exquisitely manicured fingernails began drumming on the desktop she sat on. “Okay…now I _know_ something’s up.” She grumbled. “And if that…that _bitch_ thinks she can just ditch me, well…” Hopping to her feet, she strode out of the room. But not before she paused by the wastebasket and threw something from her pack into it. It was her Trixie wig.

Trixie and Penny, meanwhile, had joined Lor outside the school. “Hi Penny!” Lor said from where she stood, leaning against the wall. “What kept you?”

“Penny ran into Veronica.” Trixie said, her voice tinged with a bit of irony. “She wanted to take Penny somewhere and have a little chat.”

“Oh really?” Lor said, now sounding suspicious herself. Penny bit her lip and looked from one girl to the other.

“I think she was just being nice.” She offered hesitantly. “I was actually thinking that…we might…invite her to come…with us.” Her voice trailed off as she saw the other two looking at her. Trixie suddenly enveloped her in a warm hug.

“Oh, you are just _adorable_.” She cooed, “How did you stay this innocent?” Lor chuckled, and Penny blushed brightly. Trixie took a quick look around to make sure she was alone, and gave the small girl a quick kiss on the cheek before releasing her. “She wasn’t being nice.” She said softly. “She wants to know what’s going on…she might even want to do something to make you look bad so that I wouldn’t be your friend anymore.”

“Do you really think she’d do that?” Penny asked, a little sadly.

“There’s nothing as dangerous as a popular girl who’s worried she might not be popular anymore.” Lor remarked, and Penny sighed.

“I guess you two are probably right. But I still think you should trust Veronica a little more.” She said to Trixie. “She’s supposed to be your best friend, right?”

Trixie’s mouth quirked. “Right…” She sighed herself, then clapped her hands. “Well, what do you girls say to a little trip to the mall? We have a lot of work to do!” Neither Lor nor Penny really knew what Trixie meant by _that,_ but the mall seemed like a pretty good idea.

Unfortunately, none of them realized that they were being spied on, and their plans had been overheard.

\-------------------------------------------------------

Some time later, Trixie was holding up a dark blue skirt, looking from it and back to Lor, who was looking back with an increasingly puzzled expression. “What do you think?” Trixie finally asked. Lor blinked in surprise.

“Uh…it’s fine…I guess…”

Penny was leaning against a shelf a short distance away. “Hey guys,” She said, “I’m getting kind of hungry, and we’ve been at this for awhile now.”

Trixie giggled and placed the skirt in the impressive stack of clothing she had already gathered. “Alright Penny. Just one more outfit and we can go. I think you’d look good in violet.” She saw Lor and Penny give each other a funny look. “What?”

“Trixie…these aren’t for us, are they?” Penny asked after a short pause.

“Yeah…of course.” Trixie smiled, a little uncertainly, looking from one girl to the other. “If it’s the money, don’t worry about it…I got you covered and I don’t mind giving you guys a little present.”

“It’s not that…” Penny started.

“You want me to wear a skirt.” It wasn’t a question, and Lor’s tone seemed to say everything that needed to be said on the subject.

Trixie laughed a little. “Girls…c’mon. You’re going to have to change your image a little from now on.”

“Why?” Penny asked, looking genuinely perplexed. Lor, on the other hand, didn’t look confused at all. Just a little…disappointed. Trixie shifted from one foot to the other uncomfortably, feeling her cheeks beginning to heat up.

“I _chose_ you guys.” Trixie said earnestly, trying to make them understand. “You’re going to be the _most popular_ girls in school. Isn’t that worth wearing a few outfits?”

“I am _not_ wearing _any_ of that.” Lor began hotly, but Penny put a restraining hand on her arm and the tomboy quieted.

“Trixie…we don’t really care that much about being popular.” Penny said gently. “I thought you knew that.”

“Oh come on you guys!” Trixie said perkily. “Don’t be so silly.” She quickly snatched the skirt off the top of the pile and put it back. Both girls noticed her hands were starting to shake violently. “If you don’t like the skirts, that’s fine. You could totally pull off shorts, Lor. And jeans can work too, but we need to go to another store to get the good ones. Maybe we can hit it before we go to the food court. Oh, they have some of the cutest tops there too…if you don’t want a skirt, we can probably hook you up there too, Penny. And then after we eat there’s this other store…”

“Um…Trixie…” Penny reached out and timidly touched the Asian girl’s shoulder. Trixie spun around so fast that Penny flinched a little. The glassy smile remained in place, but her bright blue eyes were filling with tears. The blonde girl quickly looked around. Nobody was looking their way yet. “Alright…Lor?” She glanced at the taller girl and jerked her head at the pile of clothing. Lor nodded and picked it up. Together they hustled Trixie into a fitting room and sat her on a bench, sitting down on either side of her.

Trixie crossed her ankles demurely and folded her hands in her lap before promptly bursting into tears. Lor looked incredibly uncomfortable and almost stood back up, but a quick, hard look from Penny kept her in her seat. The small girl slid an arm around Trixie’s shoulders and hugged her close. “Shhh…Trixie, it’s okay. Really, it’s okay.”

“Yeah…” Lor awkwardly patted her friend on her arm. “Hey…I didn’t mean to…I mean…”

Trixie sniffed. “No…no, it’s okay.” She rubbed her eyes and shook out her dark hair. “Sorry about that.” She smiled wanly at her friends. “I don’t know what got into me.” She ran a shaky hand through her hair. “I guess I just kind of freaked out.”

“That’s fine.” Penny smiled and brushed a little lock of hair out of Trixie’s face. “Are you sure you’re okay?”

“Yeah, I guess.” Trixie nodded and sniffed again, and Lor handed her something soft from the pile she brought in. “I just didn’t think you guys would react like that.” She said, wiping her eyes. She looked down at what she was holding and laughed a little. “But look at this…” It was a pale blue crop top with a tiny fringe of lace at the bottom. “This was for you, Lor.” She giggled at the other girl’s expression on distaste. “I’m sorry. I am.”

“S’okay.” Lor murmured. She leaned back against the wall. “So…what do you wanna do, Trixie?”

“What do you mean?”

“Me and Penny might not wanna be popular, but we’re your _friends_.” Lor stressed. “Believe me, I know how important that is.”

“Right.” Penny softly picked up the thread. “So if you want, we can just go back to the old way. We don’t mind if you’d rather hang out with Veronica and the boys at school.” She smiled. “As long as we get to hang out with the real you the rest of the time.”

“The real me, huh?” Trixie let out a long breath and slumped against the wall. “Until you guys showed up I sort of forgot there was a real me.” She smirked and closed her eyes. “And you know, I didn’t have any fun today. All I really wanted to do was hang out with you.”

“Yeah, I noticed.” Lor chuckled a bit. “That’s one reason I came to get you…you looked about ready to kill Veronica.”

Penny reached over and gave Trixie’s hand a squeeze. “Whatever makes you happy, we’ll be okay with it. We’re your friends.” Her cheeks flushed a little as she leaned in and gave her a long, soft kiss. And as soon as she was finished, Lor gently tilted Trixie’s face towards her and did the same. “And then some.” Penny added with a breathless giggle as she watched the kiss.

Trixie opened her eyes as she felt Lor’s lips leave hers. She smiled. “So, basically I gotta choose between hanging out with a group that annoys me now to try and keep something for reasons I don’t remember anymore…or I hang out with you guys.” She slid her fingers up through Lor’s hair and pulled her in for another kiss. “Tough choice. I guess I’ll kinda miss being popular though.”

Penny stood up and walked over to the half door that closed the dressing room and pulled in the bolt, locking it tight. “Even if you aren’t the ‘perfect’ popular girl, I think you’ll still be pretty popular, Trixie.” She said as she turned to face the other two.

“Yeah…” Trixie said hesitantly. “Thanks Penny. I guess I…” Her voice trailed off as Penny pulled her shirt off and tossed it to side with a grin.

“Like you two weren’t thinking it.” She whispered, lightly kicking her shoes off.

“I…wasn’t.” Trixie protested weakly, looking over at Lor, who was blushing with a faint smile.

“I was.” The tomboy admitted with a smile as she slid an arm around Trixie’s shoulder and placed a hand on her thigh. “But it’s all her fault.” She whispered into Trixie’s ear before lightly taking her earlobe between her teeth.

“Mmmh…” Trixie tilted her head towards Lor and slid lower in her seat, spreading her legs invitingly. “This doesn’t seem like a good idea.”

“Oh, I agree. This is a horrible idea.” Penny agreed in a whisper as she knelt down between Trixie’s legs and cradled one of them in her hands. She softly brushed her lips and tongue against the soft, smooth skin just under her knee. “Totally horrible.”

“The worst.” Lor murmured languidly as her hungry mouth found Trixie’s neck. As the Asian girl felt the hot, wet mouth sucking hard on her tender flesh her own mouth fell open and she made a sound like a surprised kitten.

“No hickeys!” She managed to gasp out, then made the sound again as she felt Lor’s teeth biting into her.

“Are you sure you want her to stop?” Penny asked as she slid her hands up Trixie’s thighs, flipping up her skirt and revealing her rose-pink panties. There was already a wide wet spot on the crotch. “Oh no…looks like Trixie is all horny.” Penny said in a teasing little sing-song. “Am I right?”

“Yesss…” She hissed. Lor lashed her tongue over the imprints her teeth had made in the soft, white skin, and Trixie brought one hand up to cup Lor’s cheek and the other to squeeze her own breast through her shirt. “Trixie’s so horny…” She whimpered.

Penny sat back on her heels, her fingers idly rubbing against her nipples through her small bra as she watched Trixie writhe in the throes of frustrated lust under Lor’s mouth and tongue. The wet spot had grown, and as Trixie squeezed her thighs together rhythmically Penny could see her inner thighs soaked with her juice.

“Mmm…that’s nice.” Penny murmured, sliding one hand into her pants to play with her own wet pussy.

“Hey, no fair.” Lor said, still licking and sucking. “You have work to do, little girl.”

“I’m sorry.” Penny said with a sigh, removing her hand from her pants. Her fingers glistened, and she held them up to the other two girls and they both lapped them clean hungrily. “Nice and clean!” She said brightly.

“Please….pleeease…” Trixie said in a moan that was very close to a sob, thrusting her hips up vainly towards Penny.

Lor had eased her assault somewhat, not just gently kissing and licking her way over Trixie’s skin. One of her hands had slipped up Trixie’s shirt and had pushed up her bra so that she could stroke her fingers over her small breasts. “Better hurry, Penny.” She advised with a smile. “We don’t have a lot of time before someone checks on us, and I think she might just explode if we stop now.” Trixie mewled helplessly in agreement.

Penny chuckled and nodded. “Alright.” With exaggerated care and slowness, she peeled Trixie’s now completely soaked panties off of her pussy and down her legs. She settled between the other girl’s legs once again and leaned slowly in. Trixie’s legs shook with strain and anticipation as Penny approached.

When she was just a few inches away, Penny dove in with a suddenness that made Trixie jump, opening her mouth wide and engulfing Trixie’s creaming pussy, her tongue stabbing out again and again in long, thick strokes.

With Penny eating her aching pussy like she was starving, Trixie could already feel herself starting to come. She sucked in a huge breath, but before she could release it Lor quickly clamped her mouth over hers and plunged her tongue into Trixie’s mouth, muffling her squeals into a series of short, high-pitched squeaks. Penny felt Trixie’s creamy thighs clamp tightly around her head as girl cum soaked her cheeks. The Asian girl’s cunt seemed to suck Penny’s tongue into it as the muscles spasmed again and again.

Finally Trixie released her, and Penny fell backward, her chest heaving and her cheeks bright red. Her face was sopping with cum and sweat, and her bangs were matted against her forehead. She licked her lips and fondled her tits, feeling like she had come a little herself while her face was buried in Trixie’s gushing sex.

Trixie and Lor continued to make out wildly on the bench above her, sucking on each other’s tongues. When she had caught her breath somewhat Penny propped herself up on her elbows and looked up at them and cleared her throat. “Oh ladies…” She called softly. With a final soft moan they separated, a long thread of saliva stretching between their lips.

“You need to clean up.” Lor chuckled at the pigtailed girl.

“You guys aren’t much better.” Penny giggled. Both girls were deeply flushed and their hair was beyond mussed. She struggled back up into a sitting position and crossed her legs. “I think we’d better clean up and get out of here.”

“Yeah, you’re probably right.” Trixie replied, a supremely satisfied smile on her face. She stood, smoothing down her skirt. “Can I get my panties back?”

“Nah.” Penny reached back and grabbed her shirt. Lor laughed at the surprised expression on Trixie’s face. “I think I’ll keep them.”

“But…I…” Trixie started to blush, and Penny smiled evilly.

“You look so hot right now…I think the air might cool you down.” She folded up Trixie’s damp panties and slid them into the cup of her bra before pulling her shirt on.

Lor kissed Trixie’s cheek. “It’s just a little walk through the mall and then the drive back.” She murmured with a chuckle. “C’mon…she looks so happy, and I gotta admit, I love the idea of you wearing nothing under that little white thing.”

Trixie blushed again and sighed. “Fine.” She grumbled, but the corners of her mouth kept twitching upward. The three girls managed to make themselves look presentable and quickly left the dressing room before anybody noticed the thick smell of sex that hung over it.

Several minutes after they left, Veronica peeked out of the adjoining stall to make sure she was alone. Before she left, she took out her cell phone with a gleeful smile and ran through the pictures she had just taken, unable to stop her sniggering. “Oh, she’s done.” She whispered, a truly bitchy expression on her face. “When I’m done, Trixie’s gonna have to leave the country…provided she doesn’t just drop dead from the humiliation.” As she left the mall, she turned quite a few heads as her chuckles developed into full blown super-villain laughter.


End file.
